Spruce Biosciences (NASDAQ: SPRB) CEO details RSU vesting and stock option repricing

Rhea-AI Filing Summary

Spruce Biosciences, Inc. chief executive officer and director reported multiple equity transactions. On December 15, 2025, 1,480 previously granted restricted stock units (RSUs) vested, with 752 shares withheld for taxes, resulting in a net issuance of 728 common shares. On the same date, 1,196 additional RSUs vested, with 608 shares withheld for taxes and a net issuance of 588 shares.

Separately, effective December 11, 2025, 1,666 employee stock options with an original exercise price of $344.25 per share were replaced by 1,666 options with a reduced exercise price of $104.13 per share, reflecting a one-time option repricing based on the 30‑day volume‑weighted average price. If a repriced option is exercised before the end of a one‑year retention period, the holder must pay the original exercise price.

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

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 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)
12/11/2025

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
Common Stock	12/15/2025		M		1,480(1)	A	$0(2)	14,478	D
Common Stock	12/15/2025		F		752(1)	D	$80.67	13,726	D
Common Stock	12/15/2025		M		1,196(3)	A	$0(2)	14,922	D
Common Stock	12/15/2025		F		608(3)	D	$80.67	14,314	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
Employee Stock Option (right to buy)	$104.13	12/11/2025		A		1,666		(4)	01/02/2032	Common Stock	1,666	(5)(6)	1,666	D
Employee Stock Option (right to buy)	$344.25	12/11/2025		D			1,666	(4)	01/02/2032	Common Stock	1,666	(5)(6)	0	D
Restricted Stock Units	$0(2)	12/15/2025		M			1,480	(1)	(1)	Common Stock	1,480	$0	1,480	D
Restricted Stock Units	$0(2)	12/15/2025		M			1,196	(3)	(3)	Common Stock	1,196	$0	2,392	D

Explanation of Responses:

1. On December 5, 2022, the Reporting Person was granted 5,920 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, 1,480 RSUs vested, with 752 shares withheld for taxes, resulting in a net issuance of 728 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 9,658 RSUs. 50% or 4,784 of the total RSUs are performance-based and all vested on December 10, 2024. An addition of 50% or 4,784 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, 1,196 shares vested and 608 shares were withheld for taxes, resulting in a net issuance of 588 shares.

4. The shares vest upon the achievement of specified performance goals, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). 50% or 1,666 shares of the total shares vested on November 26, 2023. 50% or 1,666 shares of the total shares did not vest as the relevant performance goal was not achieved.

5. 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.

6. 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.

	/s/ Samir Gharib, Attorney-in-Fact	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.
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.

FAQ

What insider activity did SPRB's CEO report in this Form 4?

The chief executive officer of Spruce Biosciences, Inc. (SPRB) reported RSU vesting and an employee stock option repricing. RSUs vested into common stock with shares withheld for taxes, and existing stock options were exchanged for new options with a lower exercise price as part of a one-time repricing.

How many RSUs vested for the SPRB CEO and how many shares were issued?

On December 15, 2025, 1,480 RSUs from a 2022 grant vested, with 752 shares withheld for taxes and a net issuance of 728 shares. On the same date, 1,196 RSUs from a 2023 grant vested, with 608 shares withheld and a net issuance of 588 shares of Spruce Biosciences common stock.

What are the key terms of the option repricing reported by SPRB's CEO?

Effective December 11, 2025, 1,666 employee stock options with an exercise price of $344.25 per share were replaced by 1,666 options with a new exercise price of $104.13 per share. The new price equals the 30‑day trailing volume‑weighted average price on the Nasdaq Capital Market as of the repricing date.

Does the option repricing for SPRB affect vesting or expiration terms?

The repricing changed only the exercise price. Vesting schedules, expiration dates, and the number of shares underlying the repriced options remained the same. Other terms of the options were not modified according to the disclosure.

Are there conditions on exercising the repriced SPRB stock options?

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

How do the RSU awards for the SPRB CEO vest over time?

A 2022 grant of 5,920 RSUs vests over four years, with 25% vesting on December 15, 2023 and 25% on each anniversary thereafter, subject to continuous service. A 2023 grant of 9,658 RSUs includes performance‑based and time‑based portions, with specified percentages vesting upon performance goal achievement and on annual dates, also subject to continuous service.