Spruce Biosciences (NASDAQ: SPRB) reprices stock options after reverse split

Rhea-AI Filing Summary

Spruce Biosciences, Inc. reported Form 4 transactions for its executive chairman and director reflecting a one-time stock option repricing effective December 11, 2025. Options with exercise prices of $106.09 per share or greater were amended so the exercise price is now $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.

Most of the affected options are fully vested and exercisable, while one grant vests in 1/48th monthly installments from December 16, 2021. No changes were made to vesting schedules, expiration dates, or the number of shares underlying the repriced options. If a repriced option is exercised before the end of a one-year retention period, the holder must pay the original higher exercise price. Earlier, effective August 4, 2025, the company completed a reverse stock split in which every seventy-five shares of common stock, and the corresponding stock options, were combined into one and the option exercise prices were multiplied by seventy-five.

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

OMB APPROVAL

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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^*

GREY MICHAEL G

(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)
	Executive Chairman

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		387(1)		(2)	07/22/2029	Common Stock	387	(3)(4)	387	D
Stock Option (Right to Buy)	$108(1)	12/11/2025		D			387(1)	(2)	07/22/2029	Common Stock	387	(3)(4)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		1,255(1)		(2)	06/07/2030	Common Stock	1,255	(3)(4)	1,255	D
Stock Option (Right to Buy)	$123(1)	12/11/2025		D			1,255(1)	(2)	06/07/2030	Common Stock	1,255	(3)(4)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		1,499(1)		(2)	08/06/2030	Common Stock	1,499	(3)(4)	1,499	D
Stock Option (Right to Buy)	$230.25(1)	12/11/2025		D			1,499(1)	(2)	08/06/2030	Common Stock	1,499	(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		666(1)		(5)	12/15/2031	Common Stock	666	(3)(4)	666	D
Stock Option (Right to Buy)	$186(1)	12/11/2025		D			666(1)	(5)	12/15/2031	Common Stock	666	(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.

5. 1/48th of the shares vest on a monthly basis from December 16, 2021, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan).

	/s/ Samir Gharib, Attorney-in-Fact	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

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

The Form 4 reports that Spruce Biosciences' executive chairman and director entered into multiple stock option transactions tied to a one-time option repricing effective December 11, 2025, adjusting the exercise prices of several existing option grants.

What reverse stock split did Spruce Biosciences (SPRB) complete and how did it affect options?

Effective August 4, 2025, Spruce Biosciences effected a reverse stock split whereby every seventy-five shares of issued and outstanding common stock were automatically combined into one share. Each stock option to purchase 75 shares of common stock was similarly combined into an option to purchase one share, and the exercise prices were multiplied by seventy-five.

What is the option repricing disclosed by Spruce Biosciences for SPRB options?

The company implemented a one-time stock option repricing effective December 11, 2025. It applies to options with exercise prices of $106.09 per share or greater held by employees and directors in continuous service, resetting those exercise prices to $104.13 per share, the thirty-day trailing volume-weighted average price on the Nasdaq Capital Market on the repricing date.

Were any other terms of the repriced Spruce Biosciences (SPRB) options changed?

No other terms were changed. The disclosure states that, in the option repricing, there were no changes to the repriced options' vesting schedules, expiration dates, or the number of shares underlying those options.

How does the one-year retention period affect repriced SPRB options?

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

What is the vesting schedule for the 2021 Spruce Biosciences (SPRB) option grant mentioned?

For the option grant referenced in the explanation, 1/48th of the shares vest on a monthly basis from December 16, 2021, subject to the reporting person's continuous service under the company's 2020 Equity Incentive Plan.