Spruce Biosciences (SPRB) details one-time executive stock option repricing

Rhea-AI Filing Summary

Spruce Biosciences insider Samir Gharib, President and CFO, reported changes to his stock options following a one-time option repricing effective December 11, 2025. The repricing applies to options with exercise prices of $106.09 per share or higher held by employees and directors who remained in continuous service as of that date.

Under this program, the exercise price of the affected options was amended to $104.13 per share, which equals the thirty-day trailing volume-weighted average price of Spruce Biosciences common stock on the Nasdaq Capital Market on the repricing date. If an optionholder exercises a repriced option before the end of a one-year retention period, they must still pay the original higher exercise price per share.

The repricing did not change vesting schedules, expiration dates, or the number of shares underlying the options. Certain grants for Gharib continue to vest in equal monthly installments of 1/48th of the shares from December 16, 2021 and January 3, 2022, conditioned on his continuous service with the company.

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)
12/11/2025

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		1,579		(1)	06/07/2030	Common Stock	1,579	(2)(3)	1,579	D
Stock Option (Right to Buy)	$123	12/11/2025		D			1,579	(1)	06/07/2030	Common Stock	1,579	(2)(3)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		953		(1)	08/06/2030	Common Stock	953	(2)(3)	953	D
Stock Option (Right to Buy)	$230.25	12/11/2025		D			953	(1)	08/06/2030	Common Stock	953	(2)(3)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		733		(1)	01/27/2031	Common Stock	733	(2)(3)	733	D
Stock Option (Right to Buy)	$1,506	12/11/2025		D			733	(1)	01/27/2031	Common Stock	733	(2)(3)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		1,933		(4)	12/15/2031	Common Stock	1,933	(2)(3)	1,933	D
Stock Option (Right to Buy)	$186	12/11/2025		D			1,933	(4)	12/15/2031	Common Stock	1,933	(2)(3)	0	D
Stock Option (Right to Buy)	$104.13	12/11/2025		A		933		(5)	01/02/2032	Common Stock	933	(2)(3)	933	D
Stock Option (Right to Buy)	$344.25	12/11/2025		D			933	(5)	01/02/2032	Common Stock	933	(2)(3)	0	D

Explanation of Responses:

1. The shares subject to the option are fully vested and exercisable.

2. 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.

3. 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.

4. 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).

5. 1/48th of the shares vest on a monthly basis from January 3, 2022, subject to Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan).

	/s/ Samir Gharib	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Spruce Biosciences (SPRB) report for Samir Gharib?

The report describes changes to stock options held by Samir Gharib, President and CFO of Spruce Biosciences, due to a one-time option repricing that amended the exercise prices of certain existing option grants.

When did Spruce Biosciences stock option repricing take effect?

The one-time stock option repricing for Spruce Biosciences took effect on December 11, 2025, which is referred to as the Repricing Date in the disclosure.

How were Samir Gharibs stock option exercise prices changed in the repricing?

Options with exercise prices of $106.09 per share or greater were amended so that the new exercise price is $104.13 per share, equal to the thirty-day trailing volume-weighted average price of Spruce Biosciences common stock on the Nasdaq Capital Market as of the Repricing Date.

What is the one-year retention feature tied to the repriced options at Spruce Biosciences?

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

Did the option repricing change vesting, expiration, or share counts for Samir Gharibs options?

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

How do some of Samir Gharibs Spruce Biosciences option grants vest over time?

Certain option grants vest monthly, with 1/48th of the shares vesting each month from December 16, 2021 and from January 3, 2022, in each case subject to his continuous service under Spruce Biosciences 2020 Equity Incentive Plan.