Spruce Biosciences (SPRB) insider RSU vesting and tax share withholding

Rhea-AI Filing Summary

Spruce Biosciences, Inc. reported insider equity activity by its chief executive officer and director involving restricted stock units (RSUs) that vested into common shares and related tax withholding. On December 10, 2025, 1,196 RSUs vested into common stock, and 428 shares were withheld for taxes at $85.67 per share, resulting in a net issuance of 768 shares. On December 11, 2025, 4,950 RSUs vested, and 2,194 shares were withheld for taxes at $88.41 per share, resulting in a net issuance of 2,756 shares.

Following these transactions, the reporting person directly owned 12,998 shares of Spruce Biosciences common stock and 14,850 RSUs. The RSUs include a 4,784-unit award tied to achievement of a specified clinical development objective, vesting in four annual 25% tranches, and a separate 19,800-unit award vesting 25% at grant and 25% on each of December 15, 2026, 2027 and 2028, subject to continued service.

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)
12/10/2025

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	12/10/2025		M		1,196(1)	A	$0(2)	10,670	D
Common Stock	12/10/2025		F		428(1)	D	$85.67	10,242	D
Common Stock	12/11/2025		M		4,950(3)	A	$0(2)	15,192	D
Common Stock	12/11/2025		F		2,194(3)	D	$88.41	12,998	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)	12/10/2025		M			1,196	(1)	(1)	Common Stock	1,196	$0	3,588	D
Restricted Stock Units	$0(2)	12/11/2025		A		19,800		(3)	(3)	Common Stock	19,800	$0	19,800	D
Restricted Stock Units	$0(2)	12/11/2025		M			4,950	(3)	(3)	Common Stock	4,950	$0	14,850	D

Explanation of Responses:

1. On March 14, 2024, the Reporting Person was granted a total of 4,784 RSU's. Subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan) as of each such vesting date, 25% of the total number of RSUs vested on December 10, 2025, the first anniversary of the achievement of a specified clinical development objective. 25% of the total number of RSUs will vest on each of the second, third and fourth anniversaries of such achievement. On December 10, 2025, 1,196 shares vested and 428 shares were withheld for taxes, resulting in a net issuance of 768 shares.

2. Each RSU represents a contingent right to receive one share of SPRB common stock.

3. 25% of the total number of RSUs vested on grant. 25% of the total number of RSUs will vest on December 15, 2026, December 15, 2027 and December 15, 2028, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan) as of each such vesting date. On December 11, 2025, 4,950 shares vested and 2,194 shares were withheld for taxes, resulting in a net issuance of 2,756 shares.

	/s/ Samir Gharib, Attorney-in-Fact	12/12/2025
	** 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).
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FAQ

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

The filing shows the chief executive officer and director had RSUs vest into common stock on December 10 and 11, 2025, with a portion of the resulting shares withheld for taxes and the remainder issued as net shares.

How many Spruce Biosciences (SPRB) shares does the reporting person own after these transactions?

After the reported activity, the insider directly owned 12,998 shares of common stock and 14,850 restricted stock units (RSUs), as disclosed in the ownership columns of the tables.

What RSU awards to the Spruce Biosciences (SPRB) executive are described?

One award is for 4,784 RSUs, tied to achieving a specified clinical development objective and vesting in four 25% annual tranches starting December 10, 2025. Another award for 19,800 RSUs vests 25% at grant and 25% on each of December 15, 2026, 2027 and 2028, subject to continuous service.

How many shares were withheld for taxes on the RSU vesting for SPRB?

On December 10, 2025, 428 shares were withheld for taxes at $85.67 per share, and on December 11, 2025, 2,194 shares were withheld at $88.41 per share, as shown by the disposition entries coded “F.”

What is the reporting persons role at Spruce Biosciences (SPRB)?

The reporting person is identified as both a director and an officer, serving as the companys chief executive officer, and the Form 4 is filed by one reporting person.

How are the clinical milestone RSUs for Spruce Biosciences (SPRB) structured?

The 4,784 RSUs linked to a specified clinical development objective vest 25% on the first anniversary of achieving that objective, with additional 25% tranches vesting on each of the second, third and fourth anniversaries, subject to continuous service.