Spruce Biosciences (NASDAQ: SPRB) details one-time director option repricing

Rhea-AI Filing Summary

Spruce Biosciences reported that a director updated several stock option grants on December 11, 2025. The disclosure describes a one-time option repricing that followed an earlier reverse stock split in which every seventy-five shares of common stock were combined into one share, and existing options and their exercise prices were adjusted accordingly.

Under the repricing, options with exercise prices of $106.09 per share or higher were amended so the exercise price is now $104.13 per share, equal to the 30-day trailing volume-weighted average price of the common stock on the Nasdaq Capital Market on the repricing date. For this director, fully vested stock option positions expiring between 2029 and 2033 were canceled and replaced one-for-one at the new price, leaving separate grants of 173, 309, 362, 133 and 400 options outstanding. Vesting schedules, expiration dates and share counts were unchanged, and any option exercised within a one-year retention period must still be paid at the original, higher 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^*

SIMPSON CAMILLA V

(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		173(1)		(2)	07/22/2029	Common Stock	173	(3)(4)	173	D
Stock Option (Right to Buy)	$108(1)	12/11/2025		D			173(1)	(2)	07/22/2029	Common Stock	173	(3)(4)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		309(1)		(2)	06/07/2030	Common Stock	309	(3)(4)	309	D
Stock Option (Right to Buy)	$123(1)	12/11/2025		D			309(1)	(2)	06/07/2030	Common Stock	309	(3)(4)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		362(1)		(2)	08/06/2030	Common Stock	362	(3)(4)	362	D
Stock Option (Right to Buy)	$230.25(1)	12/11/2025		D			362(1)	(2)	08/06/2030	Common Stock	362	(3)(4)	0	D
Stock Option (right to buy)	$104.13	12/11/2025		A		133(1)		(2)	05/19/2031	Common Stock	133	(3)(4)	133	D
Stock Option (right to buy)	$1,143(1)	12/11/2025		D			133(1)	(2)	05/19/2031	Common Stock	133	(3)(4)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		400(1)		(2)	05/24/2033	Common Stock	400	(3)(4)	400	D
Stock Option (Right to Buy)	$169.5(1)	12/11/2025		D			400(1)	(2)	05/24/2033	Common Stock	400	(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 subject to the option are fully vested and exercisable.

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
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FAQ

What insider transaction did Spruce Biosciences (SPRB) report in this Form 4?

The filing reports that a director participated in a one-time stock option repricing on December 11, 2025. Existing fully vested stock options were canceled and simultaneously replaced with new options at a lower exercise price of $104.13 per share, with no change to the number of shares underlying the options or their expiration dates.

How did Spruce Biosciences' reverse stock split affect its stock options?

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

What is the new exercise price for the repriced Spruce Biosciences (SPRB) options?

The repriced options now have an exercise price of $104.13 per share. This price equals the 30-day trailing volume-weighted average price of Spruce Biosciences common stock on the Nasdaq Capital Market on the December 11, 2025 repricing date.

Were vesting schedules or expiration dates changed by the Spruce Biosciences option repricing?

No. The explanation states that no other changes were made to the repriced options besides the exercise price. The vesting schedules, expiration dates and number of shares underlying the options all remained the same, and the options reported are fully vested and exercisable.

What condition applies if repriced Spruce Biosciences options are exercised within the one-year retention period?

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

How many stock options does the reporting director hold after the repricing?

After the reported transactions, the director holds several separate grants of stock options (right to buy) at the new $104.13 exercise price. These grants cover 173, 309, 362, 133 and 400 options, each tied to common stock with expiration dates ranging from July 22, 2029 to May 24, 2033.

Does this Spruce Biosciences (SPRB) Form 4 show any trades in common stock?

The excerpted disclosure includes a heading for non-derivative securities but lists detailed transactions only in derivative securities (stock options). The reported activity relates to option repricing rather than purchases or sales of common stock itself.