Sec Form 4 Filing - Rubric Capital Management LP @ HERON THERAPEUTICS, INC. /DE/ - 2025-08-08

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rubric Capital Management LP 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 155 EAST 44TH ST, SUITE 1630 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2025 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share ("Common Stock") 08/08/2025 P 2,387,225 A $ 1.5 29,100,728 I See footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Convertible Senior Unsecured Promissory Notes ("Notes") ( 3 ) 08/08/2025 P ( 4 ) ( 4 ) See footnote ( 3 ) ( 3 ) $ 33,250,000 $ 35,000,000 I See footnotes ( 1 ) ( 2 ) Series A Convertible Preferred Stock ("Preferred Shares") ( 5 ) 08/08/2025 P 94,610 ( 5 ) ( 5 ) Common Stock 946,100 $ 15 94,610 I See footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rubric Capital Management LP 155 EAST 44TH ST, SUITE 1630 NEW YORK, NY10017 X Rosen David Efraim 155 EAST 44TH ST., SUITE 1630 NEW YORK, NY10017 X Signatures Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer 08/12/2025 Signature of Reporting Person Date /s/ David Rosen 08/12/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital. ( 2 )The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. ( 3 )The Notes convert at an initial conversion rate of 555.5556 per $1,000 principal amount of Notes, subject to adjustment as set forth in that certain Note Purchase Agreement, dated as of August 8, 2025, by and between the Company, the purchasers from time to time party hereto, and Rubric Capital Management LP, as agent for the purchasers. Conversions of the Notes are settled, at the election of the Company, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The Notes bear cash interest at a rate of 5.0% per year until maturity, provided that the Company has the right to pay all accrued and unpaid interest prior to September 1, 2026 in new Notes at a rate of 7.0% per year. ( 4 )The Notes are convertible after the later of (i) the receipt by the Company of the approval of its stockholders under the rules of the Nasdaq Capital Market of the issuance by the Company of all of shares of Common Stock upon conversion thereof (assuming settlement of conversions solely in Common Stock) without giving effect to any cap on conversion or (ii) December 31, 2025. The Notes mature on the fifth anniversary of the closing date, scheduled to occur on August 12, 2025. ( 5 )Upon receipt of the requisite votes of the Company's stockholders required to approve the issuance of the shares of Common Stock upon conversion of the Preferred Stock pursuant to the applicable rules of the Nasdaq Capital Market, the Preferred Shares shall, without any further action on the part of the holder thereof or the Company, automatically be converted at an initial conversion price of $1.50, subject to adjustment as set forth in the Certificate of Designation of Rights, Preferences and Privileges of the Preferred Shares, dated as of August 8, 2025.

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