Spruce Biosciences (SPRB) CFO discloses 2025 RSU vesting activity

Rhea-AI Filing Summary

Spruce Biosciences executive Samir Gharib, the company’s President and CFO, reported vesting of restricted stock units (RSUs) that converted into common shares. On December 10, 2025, 514 RSUs from a March 14, 2024 grant vested after a specified clinical development objective was achieved; 184 shares were withheld for taxes, resulting in a net issuance of 330 common shares. On December 11, 2025, 1,900 RSUs from a separate grant vested, with 680 shares withheld for taxes and a net issuance of 1,220 shares. Following these transactions, Gharib directly owns 7,616 shares of Spruce Biosciences common stock and 5,700 RSUs, each representing a right to receive one share.

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^*

Gharib Samir M.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CFO

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		514(1)	A	$0(2)	6,580	D
Common Stock	12/10/2025		F		184(1)	D	$85.67	6,396	D
Common Stock	12/11/2025		M		1,900(3)	A	$0(2)	8,296	D
Common Stock	12/11/2025		F		680(3)	D	$88.41	7,616	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			514	(1)	(1)	Common Stock	514	$0	1,539	D
Restricted Stock Units	$0(2)	12/11/2025		A		7,600		(3)	(3)	Common Stock	7,600	$0	7,600	D
Restricted Stock Units	$0(2)	12/11/2025		M			1,900	(3)	(3)	Common Stock	1,900	$0	5,700	D

Explanation of Responses:

1. On March 14, 2024, the Reporting Person was granted a total of 2,053 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 the RSUs will vest on each of the second, third and fourth anniversaries of such achievement. On December 10, 2025, 514 shares vested and 184 shares were withheld for taxes, resulting in a net issuance of 330 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, 1,900 shares vested and 680 shares were withheld for taxes, resulting in a net issuance of 1,220 shares.

	/s/ Samir Gharib	12/12/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Spruce Biosciences (SPRB) report for its President and CFO?

Samir Gharib, President and CFO of Spruce Biosciences, reported RSU vesting that resulted in the issuance of common shares and withholding of shares to cover taxes in December 2025.

How many Spruce Biosciences (SPRB) RSUs vested on December 10, 2025?

On December 10, 2025, 514 RSUs from a March 14, 2024 grant vested after achievement of a specified clinical development objective, with 184 shares withheld for taxes.

What were the net common shares issued to Spruce Biosciences (SPRB) CFO after RSU vesting?

The vesting on December 10, 2025 produced a net issuance of 330 shares, and the vesting on December 11, 2025 produced a net issuance of 1,220 shares after tax withholding.

How many RSUs vested for Spruce Biosciences (SPRB) CFO on December 11, 2025?

On December 11, 2025, 1,900 RSUs vested, and 680 shares were withheld to satisfy tax obligations, resulting in 1,220 net shares issued.

What are Samir Gharib’s current Spruce Biosciences (SPRB) holdings after these transactions?

After the reported transactions, Samir Gharib directly owns 7,616 shares of Spruce Biosciences common stock and 5,700 RSUs.

What does each Spruce Biosciences (SPRB) RSU represent for the reporting person?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Spruce Biosciences common stock.