SPRB insider filing: CEO nets 3,245 shares after RSU vest

Rhea-AI Filing Summary

Spruce Biosciences (SPRB) reported an insider equity event by its Chief Executive Officer and director. On 10/20/2025, the Board certified performance goals, causing 4,784 performance‑based RSUs granted on March 14, 2024 to vest. Each RSU represents the right to receive one share of SPRB common stock.

In connection with the vesting, 1,539 shares were withheld for taxes at a price of $148.16, resulting in a net issuance of 3,245 shares. Following these transactions, the reporting person directly beneficially owned 9,474 shares. The Form 4 reflects an “M” code for settlement of RSUs into common stock at $0 and an “F” code for tax withholding.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding; neutral for valuation.

The CEO’s performance-based RSUs vested after the Board certified goals on 10/20/2025, converting 4,784 RSUs into common shares. Form 4 codes show an “M” (RSU settlement at $0) and an “F” (shares withheld for taxes).

Tax coverage used 1,539 shares at $148.16, yielding a net issuance of 3,245 shares. Post-transaction direct beneficial ownership is 9,474 shares. These are standard administrative entries tied to equity compensation rather than new market purchases or sales.

The filing indicates no remaining RSUs from this grant after settlement. Actual trading impact is typically minimal for such withholding events.

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
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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^*

Szwarcberg Javier B.

(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)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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	10/20/2025		M		4,784(1)	A	$0(2)	11,013	D
Common Stock	10/20/2025		F		1,539(1)	D	$148.16	9,474	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)	10/20/2025		A		4,784		(1)	(1)	Common Stock	4,784	$0	4,784	D
Restricted Stock Units	$0(2)	10/20/2025		M			4,784	(1)	(1)	Common Stock	4,784	$0	0	D

Explanation of Responses:

1. On March 14, 2024, the Reporting Person was granted 4,784 performance-based RSUs. On October 20, 2025, the Issuer's Board of Directors certified that certain specified performance goals were met and all of the RSUs vested. 1,539 shares were withheld for taxes, resulting in a net issuance of 3,245 shares.

2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of SPRB common stock.

	/s/ Samir Gharib, Attorney-in-Fact	10/22/2025
	** 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 transaction did SPRB report on 10/20/2025?

The CEO and director reported vesting of 4,784 performance-based RSUs and tax withholding of 1,539 shares.

How many SPRB shares were issued net after tax withholding?

Net issuance was 3,245 shares after withholding 1,539 shares for taxes.

What price was used for SPRB share tax withholding?

Shares were withheld for taxes at $148.16 per share.

How many SPRB shares does the reporting person own after the transactions?

Direct beneficial ownership is 9,474 shares following the reported transactions.

What do the Form 4 transaction codes M and F mean for SPRB?

“M” indicates RSU settlement into common stock at $0; “F” indicates shares withheld for taxes.

When were the RSUs that vested on 10/20/2025 originally granted?

They were granted on March 14, 2024 as performance-based RSUs.