Heron Therapeutics Form 4: Executive Adds Shares via RSU Vesting

Rhea-AI Filing Summary

Heron Therapeutics, Inc. (HRTX) – Form 4 insider filing

EVP & Chief Development Officer William P. Forbes reported the vesting and automatic conversion of 3,874 restricted stock units (RSUs) into common shares on 07/19/2025 (transaction code “M”). No shares were sold, and the RSUs carried a $0.00 exercise price. Following the conversion, Forbes’ direct common-stock holdings increased to 138,940 shares. He still holds 38,743 unvested RSUs, which continue to vest quarterly through the original 01/19/2028 schedule. No other equity instruments or derivative transactions were disclosed.

• No cash proceeds were generated; the transaction simply moved shares from the derivative column to direct ownership.
• The filing does not indicate any open-market purchases or dispositions, suggesting the move is part of a pre-set equity-compensation plan.

Positive

• Executive increased direct ownership by 3,874 shares, demonstrating continued equity alignment with shareholders.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU vesting raises insider’s direct stake; negligible market impact.

The filing reflects standard quarterly vesting of equity compensation. Forbes converted 3,874 RSUs into common shares, increasing direct ownership to 138,940 shares while leaving 38,743 RSUs unvested. No shares were sold, so the transaction does not signal profit-taking. Given Heron’s ~120 m share count, the added stake (~0.003%) is immaterial to float and valuation. Nonetheless, continued share accumulation marginally aligns executive incentives with shareholders. Overall, the event is procedural and neutral for the stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Forbes William P

(Last) (First) (Middle)

100 REGENCY FOREST DRIVE

SUITE 300

(Street)

CARY NC 27518

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [ HRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/19/2025		M		3,874	A	(1)	138,940	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	07/19/2025		M			3,874	(2)	(2)	Common Stock	3,874	$0.00	38,743	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock.

2. The restricted stock units vest in 16 equal quarterly installments beginning one quarter after the date of grant (01/19/2024).

	/s/ Kathryn Lester Attorney-in-Fact for William P. Forbes	07/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Heron Therapeutics (HRTX) shares did William P. Forbes acquire?

He converted 3,874 RSUs into common stock on 07/19/2025.

What is Forbes’ total direct ownership in HRTX after the transaction?

His direct holdings stand at 138,940 common shares.

Were any Heron Therapeutics shares sold in this Form 4 filing?

No. The filing only reports an RSU conversion with no share sales.

Does Forbes still hold unvested RSUs in HRTX?

Yes, 38,743 RSUs remain unvested and will continue vesting quarterly.

Is the filing likely to impact HRTX’s stock price?

Impact is expected to be minimal due to the small share amount and routine nature of the vesting.