SCHEDULE: Clearline Capital Discloses 5.3% Stake in Heron Therapeutics

Clearline Capital LP, Clearline Capital LLC, and Marc Majzner have jointly disclosed a beneficial ownership of 5.3% in Heron Therapeutics, Inc. common stock.

Summary

• Clearline Capital LP, Clearline Capital LLC, and Marc Majzner (collectively, the "Filers") have reported beneficial ownership of 9,712,527 shares of Heron Therapeutics, Inc. common stock.
• This represents 5.3% of the total outstanding common stock of Heron Therapeutics, Inc.
• The ownership percentage is based on 183,362,522 common shares reported as issued and outstanding as of October 30, 2025, in Heron Therapeutics' Form 10-Q filed on November 4, 2025.
• The Filers share both voting and dispositive power over all 9,712,527 shares.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer, except for activities solely in connection with a nomination under Rule 240.14a-11.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. A 13G is a factual disclosure of ownership. The positive aspect is a significant institutional investment, while the 'nomination' clause adds a slight element of potential future engagement, which isn't inherently negative but adds a dynamic.

Positives

• A significant institutional investor, Clearline Capital, has taken a 5.3% stake in Heron Therapeutics, potentially signaling confidence in the company's long-term prospects.
• The filing explicitly states the holding is for ordinary course of business, not for control, which can reduce concerns about immediate activist pressure.

Risks

• While the filing states the holding is not for control, the mention of "activities solely in connection with a nomination under 240.14a-11" could imply potential future engagement in director nominations, which might introduce some level of shareholder activism risk.

Future Outlook

This Schedule 13G filing does not contain any forward-looking statements or guidance from Heron Therapeutics, Inc. or the reporting persons regarding the issuer's future performance or strategic direction.

Management Comments

• No direct quotes or paraphrased statements from Heron Therapeutics' management are included in this filing. The reporting persons certified that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control, other than activities solely in connection with a nomination under Rule 240.14a-11.

Industry Context

This filing indicates a significant investment by Clearline Capital in Heron Therapeutics, a company operating in the biotechnology and pharmaceutical sector. Such institutional investments are common in the industry, often reflecting a belief in a company's drug pipeline, market potential, or strategic direction. The 5.3% stake positions Clearline Capital as a notable shareholder, which could influence future corporate governance discussions, particularly given the mention of potential nomination activities.

Stakeholder Impact

• Shareholders: The disclosure of a new significant institutional investor holding 5.3% of the common stock could be viewed positively, potentially increasing investor confidence and liquidity. The mention of potential nomination activities under Rule 240.14a-11 suggests Clearline Capital may seek to influence board composition, which could impact corporate strategy and governance.
• Management/Board: The company's management and board will now be aware of a significant new shareholder with potential interest in governance matters, which could lead to increased engagement or scrutiny.

Next Steps

• The filing itself does not outline specific next steps for Heron Therapeutics. For the reporting persons, future actions could include maintaining their stake, increasing or decreasing it, or engaging with management or the board, particularly concerning potential director nominations as indicated in the certification.

Key Dates

Keywords

Heron Therapeutics, Clearline Capital, Marc Majzner, Schedule 13G, Beneficial Ownership, Common Stock, Institutional Investment, Shareholder Stake, Biotechnology, Pharmaceuticals