[Form 4] Heron Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Heron Therapeutics (HRTX) – Form 4 insider filing

EVP & CFO Ira Duarte exercised 11,695 previously awarded restricted stock units (RSUs) on 31 Jul 2025 (transaction code M). Each unit converted 1-for-1 into common shares at a $0 exercise price, raising her direct stake to 164,218 shares. She still holds 163,721 unvested/derivative RSUs.

The RSUs vest in 16 equal quarterly tranches that began 31 Jan 2025. The filing also corrects three prior Form 4s (22 Apr, 2 May, 17 Jun 2025) that mis-classified the RSU movement as an “acquisition” instead of a “disposition.”

No open-market purchases or sales occurred and no cash was exchanged. While the additional ownership modestly aligns executive incentives with shareholders, the transaction is not material to HRTX’s financial outlook.

Positive

• CFO increased direct common-stock ownership to 164,218 shares, marginally enhancing management-shareholder alignment.

Negative

• Prior Form 4s required correction, hinting at minor weaknesses in insider reporting controls.

Insights

Financial Analyst

TL;DR Neutral: CFO converts RSUs, increases share count; disclosure correction noted, no cash impact or market trade.

The filing shows a routine equity settlement. Conversion of 11,695 RSUs at $0 merely shifts securities from derivative to common stock, leaving total economic exposure unchanged. Post-transaction, Duarte owns 164,218 shares plus 163,721 RSUs, a modest stake relative to HRTX’s ~145 m shares outstanding. Importantly, the company corrects prior Form 4 misclassifications, suggesting some administrative oversight yet not signalling material governance issues. Because no shares were sold and the amount is immaterial versus market cap, I view the event as neutral for valuation; it neither alters float meaningfully nor signals bullish or bearish intent.

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
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Duarte Ira

(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 Financial 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	07/31/2025		M		11,695	A	(1)	164,218	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	07/31/2025		M			11,695(2)	(3)	(3)	Common Stock	11,695	$0	163,721	D

Explanation of Responses:

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

2. The number of restricted stock units disclosed on the Reporting Person's Form 4 filed on April 22, 2025, May 2, 2025 and June 17 , 2025 ("Affected Form 4 Filings") were erroneously disclosed as an acquisition in Column 5(A) when it should have been disclosed as a disposition in Column 5(D). All other information in the Affected Form 4 Filings is correct.

3. The restricted stock units vest in 16 equal installments beginning one quarter after the date of grant (January 31, 2025).

	/s/Kathryn Lester Attorney-in-fact for Ira Duarte	08/04/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did HRTX report on 31 July 2025?

EVP & CFO Ira Duarte converted 11,695 RSUs into common shares (code M) at a $0 exercise price.

How many HRTX shares does the CFO now hold?

After the transaction, Duarte directly owns 164,218 common shares and indirectly holds 163,721 RSUs.

Were any HRTX shares sold in this Form 4?

No. The filing reflects a conversion; no open-market sale or purchase occurred and no cash changed hands.

What correction was made to earlier filings?

Three prior Form 4s (22 Apr, 2 May, 17 Jun 2025) erroneously listed the RSUs as acquisitions; they are now correctly shown as dispositions.

When will the remaining RSUs held by the CFO vest?

The award vests in 16 equal quarterly installments that began on 31 Jan 2025.