Spruce Biosciences (SPRB) CMO gets 5,000 RSUs and repriced options

Rhea-AI Filing Summary

Spruce Biosciences interim Chief Medical Officer Douglas Kirk Ways, who also serves as a director, reported new equity awards and option changes. On December 11, 2025, he was granted 5,000 restricted stock units (RSUs), each representing one share of common stock. According to the vesting terms, 25% (1,250 RSUs) vested on grant and converted into 1,250 shares of common stock at a price of $0, with the remaining RSUs scheduled to vest in three equal 25% installments on December 15, 2026, 2027 and 2028, subject to continuous service.

The filing also details a one-time stock option repricing effective December 11, 2025. Options with exercise prices of $106.09 per share or greater held by eligible employees and directors were amended so their exercise price is $104.13 per share, based on the 30‑day trailing volume‑weighted average price. The options remain fully vested or on their prior vesting schedules, share counts and expiration dates, and if exercised within a one‑year retention period the original higher exercise price must be paid.

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

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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).

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^*

Ways Douglas Kirk

(Last) (First) (Middle)

C/O SPRUCE BIOSCIENCES, INC.

611 GATEWAY BOULEVARD, SUITE 740

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPRUCE BIOSCIENCES, INC. [ SPRB ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		M		1,250(1)	A	$0(2)	1,250	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(2)	12/11/2025		A		5,000		(1)	(1)	Common Stock	5,000	$0	5,000	D
Restricted Stock Units	$0(2)	12/11/2025		M			1,250	(1)	(1)	Common Stock	1,250	$0	3,750	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		266(3)		(4)	06/22/2031	Common Stock	266	(5)(6)	266	D
Stock Option (Right to Buy)	$791.25(3)	12/11/2025		D			266(3)	(4)	06/22/2031	Common Stock	266	(5)(6)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		400(3)		(4)	05/24/2033	Common Stock	400	(5)(6)	400	D
Stock Option (Right to Buy)	$169.5(3)	12/11/2025		D			400(3)	(4)	05/24/2033	Common Stock	400	(5)(6)	0	D

Explanation of Responses:

1. 25% of the total number of restricted stock units ("RSUs") vested on grant. 25% of the total number of RSUs will vest on December 15, 2026, December 15, 2027 and December 15, 2028, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan) as of each such vesting date.

2. Each RSU represents a contingent right to receive one share of common stock of the Issuer.

3. Effective August 4, 2025, the Issuer effected a reverse stock split (the "Reverse Split") whereby every seventy-five shares of its issued and outstanding Common Stock were automatically combined into one share of Common Stock. In connection with the Reverse Split, each stock option to purchase 75 shares of Common Stock was automatically combined into a stock option to purchase one share of Common Stock and the exercise prices of such options were multiplied by seventy-five.

4. The shares subject to the option are fully vested and exercisable.

5. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on December 11, 2025 (the "Repricing Date"). The Option Repricing applies to options with exercise prices of $106.09 per share or greater held by employees and directors of the Issuer who remained in continuous service with the Company as of the Repricing Date.

6. Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $104.13 per share, the thirty (30)-day trailing volume-weighted average price of the Common Stock on the Nasdaq Capital Market on the Repricing Date. However, if an optionholder exercises a repriced option before the end of a retention period of one year (which period may be shorter in certain circumstances), such optionholder will be required to pay the original exercise price per share of such repriced option. No other changes were made to the repriced options in connection with the Option Repricing, including with respect to the vesting schedules, expiration dates or number of shares underlying such repriced options.

	/s/ Samir Gharib, Attorney-in-Fact	01/21/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SPRB's interim CMO report on this Form 4?

The interim Chief Medical Officer and director, Douglas Kirk Ways, reported a grant of 5,000 restricted stock units (RSUs) and related conversions into common stock, along with participation in a one-time stock option repricing.

How many RSUs were granted to the SPRB interim CMO and how do they vest?

He received 5,000 RSUs. 25% (1,250 RSUs) vested on grant, and the remaining 25% tranches are scheduled to vest on December 15, 2026, December 15, 2027 and December 15, 2028, subject to continuous service.

How many SPRB common shares did the interim CMO receive from RSU vesting?

On December 11, 2025, 1,250 RSUs vested and converted into 1,250 shares of common stock at a price of $0 per share, as each RSU represents a contingent right to receive one share.

What stock option repricing did Spruce Biosciences implement for its insiders?

Spruce Biosciences carried out a one-time stock option repricing effective December 11, 2025, for options with exercise prices of $106.09 per share or greater, changing their exercise price to $104.13 per share based on the 30‑day trailing volume‑weighted average price.

Did the SPRB option repricing change vesting schedules or expiration dates?

No. The filing states that no other changes were made to the repriced options besides the exercise price, including vesting schedules, expiration dates or the number of shares underlying the options.

Is there a retention condition tied to the repriced SPRB stock options?

Yes. If an optionholder exercises a repriced option before the end of a one-year retention period (which may be shorter in some cases), they must pay the original higher exercise price per share rather than the reduced $104.13 price.

What role does Douglas Kirk Ways hold at Spruce Biosciences (SPRB)?

Douglas Kirk Ways is reported as both a director and an officer, serving as the company’s Interim Chief Medical Officer.