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Spruce Biosciences (SPRB) CEO adds 266 shares through employee stock purchase plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SPRUCE BIOSCIENCES, INC. Chief Executive Officer Javier B. Szwarcberg acquired 266 shares of common stock at $4.5305 per share through the company’s 2020 Employee Stock Purchase Plan. This grant increased his direct holdings to 19,270 shares, reflecting routine compensation-related share accumulation rather than an open-market trade.

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Insider Szwarcberg Javier B.
Role CHIEF EXECUTIVE OFFICER
Type Security Shares Price Value
Grant/Award Common Stock 266 $4.5305 $1K
Holdings After Transaction: Common Stock — 19,270 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Shares acquired 266 shares Common stock acquired via 2020 Employee Stock Purchase Plan
Acquisition price $4.5305 per share Price under Employee Stock Purchase Plan
Total holdings after 19,270 shares CEO direct ownership following transaction
Transaction code A Grant, award, or other acquisition of common stock
Transaction date 2026-06-30 Date of ESPP acquisition
Employee Stock Purchase Plan financial
"Shares acquired by the Reporting Person pursuant to the Issuer's 2020 Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Rule 16b-3(d) regulatory
"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
Rule 16b-3(c) regulatory
"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
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FAQ

What insider transaction did SPRB CEO Javier Szwarcberg report on this Form 4?

Javier B. Szwarcberg reported acquiring 266 SPRB common shares. The shares were obtained through Spruce Biosciences’ 2020 Employee Stock Purchase Plan at a set purchase price, reflecting routine, compensation-related accumulation rather than an open-market buy or sell decision by the CEO.

At what price did the SPRB CEO acquire shares in this Form 4 filing?

The CEO acquired 266 shares at an average price of $4.5305 per share. This price was set under the company’s 2020 Employee Stock Purchase Plan, which allows eligible employees, including executives, to purchase stock at a formula-based discount to market.

How many SPRB shares does the CEO hold after this reported transaction?

After acquiring 266 shares, the CEO directly holds 19,270 SPRB common shares. This figure reflects his position following the Employee Stock Purchase Plan transaction disclosed, giving investors a sense of his ongoing equity exposure to Spruce Biosciences’ performance.

Was the SPRB CEO’s share acquisition an open-market purchase?

No, the CEO’s 266-share acquisition was made through the 2020 Employee Stock Purchase Plan. According to the disclosure, the transaction is a plan-based grant exempt under Rule 16b-3, not an open-market decision to buy shares on a stock exchange.

What is the significance of Rule 16b-3 for this SPRB Form 4 transaction?

The filing notes the acquisition is exempt under Rule 16b-3(d) and Rule 16b-3(c). These SEC rules generally exempt certain board- or plan-approved, compensation-related transactions from short-swing profit rules, underscoring that this is a routine, pre-structured equity benefit for the CEO.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 CALIFORNIA 94080

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SPRUCE BIOSCIENCES, INC. [ SPRB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHIEF EXECUTIVE OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/30/2026AV266(1)A$4.530519,270D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares acquired by the Reporting Person pursuant to the Issuer's 2020 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).
/s/ Samir Gharib, Attorney-in-Fact07/09/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)