Spruce Biosciences (SPRB) discloses CEO stock option repricing to $104.13

Rhea-AI Filing Summary

Spruce Biosciences' chief executive officer and director reported a stock option repricing involving 10,000 employee stock options. On December 11, 2025, 10,000 options with an exercise price of $344.25 per share were disposed of and 10,000 new employee stock options were acquired with an exercise price of $104.13 per share, all expiring on January 2, 2032.

The filing explains that this reflects a one-time option repricing effective December 11, 2025 for options with exercise prices of $106.09 per share or higher. The repriced options now carry an exercise price of $104.13 per share, equal to the thirty-day trailing volume-weighted average price of the common stock on the Nasdaq Capital Market on the repricing date. If an optionholder exercises a repriced option before completing a one-year retention period, they must pay the original higher exercise price, and vesting, expiration and share amounts remain unchanged.

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^*

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)
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
Employee Stock Option (right to buy)	$104.13	12/11/2025		A		10,000		(1)	01/02/2032	Common Stock	10,000	(2)(3)	10,000	D
Employee Stock Option (right to buy)	$344.25	12/11/2025		D			10,000	(1)	01/02/2032	Common Stock	10,000	(2)(3)	0	D

Explanation of Responses:

1. The shares subject to the stock option vest over a four-year period commencing January 3, 2022, with 1/4th of the shares vested on January 3, 2023 and 1/36th of the remaining shares vesting on a monthly basis, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan).

2. 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.

3. 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
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FAQ

What insider transaction did SPRB report in this Form 4 filing?

The chief executive officer and director of Spruce Biosciences, Inc. (SPRB) reported derivative transactions involving 10,000 employee stock options as part of a one-time stock option repricing effective December 11, 2025.

How many Spruce Biosciences (SPRB) options were repriced and at what exercise price?

10,000 employee stock options were shown as acquired with a new exercise price of $104.13 per share, replacing 10,000 options that had an exercise price of $344.25 per share.

What is the expiration date of the repriced SPRB stock options?

Both the disposed and repriced employee stock options relating to 10,000 shares of common stock carry an expiration date of January 2, 2032.

How does the stock option vesting work for the SPRB chief executive officer?

The filing notes that the shares subject to the option vest over a four-year period commencing January 3, 2022, with 1/4 vesting on January 3, 2023 and 1/36 of the remaining shares vesting monthly, subject to continuous service under the 2020 Equity Incentive Plan.

What is the purpose of the Spruce Biosciences option repricing described in the filing?

The filing describes a one-time stock option repricing effective December 11, 2025 that applies to options with exercise prices of $106.09 per share or greater, amending the exercise price of such options to $104.13 per share, the thirty-day trailing volume-weighted average price on the Nasdaq Capital Market on the repricing date.

Are there retention conditions attached to the repriced SPRB options?

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

Were vesting schedules or share amounts changed in the Spruce Biosciences option repricing?

The filing states that 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 the number of shares underlying the repriced options.