[Form 4] SPRUCE BIOSCIENCES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Spruce Biosciences president and CFO Samir Gharib updated his share holdings following restricted stock unit (RSU) vesting. On December 15, 2025, 496 RSUs from a December 5, 2022 grant vested, with 178 shares of common stock withheld to cover taxes, resulting in a net issuance of 318 shares. The same day, 513 RSUs from a December 14, 2023 grant vested, with 184 shares withheld for taxes, resulting in a net issuance of 329 shares.

These transactions were reported as RSU conversions at an exercise price of $0, followed by share disposals coded as tax withholdings at $80.67 per share. After the reported transactions, Gharib directly beneficially owned 8,263 shares of Spruce Biosciences common stock.

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^*

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)
12/15/2025

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	12/15/2025		M		496(1)	A	$0(2)	8,112	D
Common Stock	12/15/2025		F		178(1)	D	$80.67	7,934	D
Common Stock	12/15/2025		M		513(3)	A	$0(2)	8,447	D
Common Stock	12/15/2025		F		184(3)	D	$80.67	8,263	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)	12/15/2025		M			496	(1)	(1)	Common Stock	496	$0	497	D
Restricted Stock Units	$0(2)	12/15/2025		M			513	(3)	(3)	Common Stock	513	$0	1,027	D

Explanation of Responses:

1. On December 5, 2022, the Reporting Person was granted 1,986 time-based restricted stock units ("RSUs"), subject to a 4-year vesting schedule, with 25% of the total number of RSUs vested on December 15, 2023 (the "Annual Vesting Date") and 25% of the total number of RSUs to vest in annual installments on each anniversary of the Annual Vesting Date thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). On December 15, 2025, 496 RSUs vested, with 178 shares withheld for taxes, resulting in a net issuance of 318 shares.

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

3. On December 14, 2023, the Reporting Person was granted a total of 4,106 RSUs. 50% or 2,053 of the total RSUs are performance-based and all vested on December 10, 2024. An addition of 50% or 2,053 of the total RSUs are time-based. 25% of which vested on December 15, 2024, and in equal annual installments thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). On December 15, 2025, 513 shares vested and 184 shares were withheld for taxes, resulting in a net issuance of 329 shares.

	/s/ Samir Gharib	12/17/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider activity did SPRB report for its president and CFO?

Spruce Biosciences reported that its president and CFO, Samir Gharib, had restricted stock units vest into common stock on December 15, 2025, with a portion of the resulting shares withheld to cover taxes.

How many Spruce Biosciences RSUs vested for the SPRB insider on December 15, 2025?

On December 15, 2025, 496 RSUs from a December 5, 2022 grant and 513 RSUs from a December 14, 2023 grant vested for Samir Gharib.

How many SPRB shares were withheld for taxes in this Form 4 filing?

The Form 4 shows 178 shares of common stock withheld for taxes from the 2022 RSU grant and 184 shares withheld for taxes from the 2023 RSU grant, both at $80.67 per share.

What is the resulting share ownership for the Spruce Biosciences insider after these transactions?

After the reported RSU vesting and tax withholdings, Samir Gharib directly beneficially owned 8,263 shares of Spruce Biosciences common stock.

What are the vesting terms of the 2022 RSU grant reported by SPRB?

The December 5, 2022 grant of 1,986 RSUs vests over four years, with 25% vesting on December 15, 2023 and 25% vesting on each anniversary of that date, subject to continuous service.

How is the 2023 RSU grant to the SPRB insider structured?

The December 14, 2023 grant totals 4,106 RSUs, with 2,053 performance-based RSUs that all vested on December 10, 2024 and 2,053 time-based RSUs vesting 25% on December 15, 2024 and in equal annual installments thereafter, subject to continuous service.