Spruce Biosciences (SPRB) details 800 stock options repriced for director

Rhea-AI Filing Summary

Spruce Biosciences director reported an option repricing and prior reverse split effects. On December 11, 2025, the director reported the acquisition of 800 stock options with a new exercise price of $104.13 per share and the disposition of 800 options with a $169.50 exercise price, both expiring on May 24, 2033, as part of a one-time option repricing. Earlier, effective August 4, 2025, every seventy-five shares of common stock were combined into one share in a reverse stock split, and related option share counts and exercise prices were adjusted. The repriced options vest in equal monthly installments over three years from May 25, 2023, fully vest on the third anniversary, and vest in full upon a Change in Control under the equity plan, while early exercise within a roughly one-year retention period requires paying the original exercise price.

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^*

Barretto-Ko Percival

(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
	Officer (give title below)		Other (specify below)

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

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
Stock Option (Right to Buy)	$104.13	12/11/2025		A		800(1)		(2)	05/24/2033	Common Stock	800	(3)(4)	800	D
Stock Option (Right to Buy)	$169.5(1)	12/11/2025		D			800(1)	(2)	05/24/2033	Common Stock	800	(3)(4)	0	D

Explanation of Responses:

1. 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.

2. The shares vest in equal monthly installments over a three year period such that the option is fully vested on the third anniversary of May 25, 2023, subject to the Reporting Person's Continuous Service (as defined in the 2020 Equity Incentive Plan (the "Plan")) through such vesting date and will vest in full upon a Change in Control (as defined in the Plan).

3. 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.

4. 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	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Spruce Biosciences (SPRB) report on December 11, 2025?

A Spruce Biosciences director reported acquiring 800 stock options with an exercise price of $104.13 per share and disposing of 800 options with a $169.50 exercise price, both expiring on May 24, 2033, in connection with a one-time option repricing.

How many stock options were affected for the Spruce Biosciences (SPRB) director?

The filing shows 800 stock options acquired at an exercise price of $104.13 per share and 800 options disposed of at $169.50 per share, all tied to the same May 24, 2033 expiration date.

What are the exercise prices of the repriced Spruce Biosciences (SPRB) options?

The repriced options have an exercise price of $104.13 per share, which the company states equals the 30-day trailing volume-weighted average price of its common stock on the Nasdaq Capital Market on the December 11, 2025 repricing date. The disposed options in the report carried a $169.50 exercise price.

How do the vesting terms work for the Spruce Biosciences (SPRB) director’s options?

The options vest in equal monthly installments over a three-year period so that they are fully vested on the third anniversary of May 25, 2023, subject to continuous service, and they vest in full upon a Change in Control as defined in the company’s 2020 Equity Incentive Plan.

What reverse stock split did Spruce Biosciences (SPRB) complete in 2025 and how did it affect options?

Effective August 4, 2025, Spruce Biosciences completed a reverse stock split in which every seventy-five shares of common stock were combined into one share. In connection with this, each stock option to purchase 75 shares became an option to purchase one share, and the options’ exercise prices were multiplied by seventy-five.

Are there special conditions for exercising the repriced Spruce Biosciences (SPRB) options?

Yes. The company states that if an optionholder exercises a repriced option before the end of a roughly one-year retention period (which may be shorter in certain circumstances), the holder must pay the original exercise price per share for that option.