Collard Craig A 4

What Happened

• Craig A. Collard, CEO of Heron Therapeutics (HRTX), received two equity awards on January 30, 2026: 800,337 restricted stock units (RSUs) and 800,336 performance stock units (PSUs). Both awards are recorded as derivative acquisitions at $0.00 per share (total reported value $0).
• The RSUs and PSUs convert into common stock on a one-for-one basis when they vest. The RSUs vest solely on a time-based schedule; the PSUs vest subject to a performance milestone tied to net product sales revenue for fiscal 2026.

Key Details

• Transaction date: January 30, 2026. Transaction code: A (award/grant). Reported acquisition price: $0.00 (derivative awards).
• Award counts: 800,337 RSUs (F2) + 800,336 PSUs (F4) = 1,600,673 total units granted.
• Vesting: Both awards vest in 16 equal quarterly installments beginning one quarter after the grant (16 quarters = ~4 years). PSUs are further subject to a net product sales revenue target for the fiscal year ending Dec 31, 2026; the percentage that vests depends on meeting that target (see F4).
• Conversion: RSUs and PSUs convert one-for-one into common stock when vested (F1, F3).
• Shares owned after transaction: not disclosed in this Form 4.
• Timeliness: Filing date Feb 3, 2026; this appears to be timely (Form 4 due within two business days of the Jan 30, 2026 transaction).

Context

• These are compensation awards (time-based RSUs and performance-based PSUs), not open-market purchases or sales. They vest over time (and for PSUs, subject to performance), so they do not represent an immediate purchase of shares.
• For retail investors: awards like these are common for executive compensation and are primarily retention/incentive mechanisms. They should be viewed differently than outright purchases (which can be a more direct bullish signal) or sales (which can signal liquidity needs or diversification).