Spruce Biosciences CFO vests 2,053 RSUs; owns 6,066 shares

Rhea-AI Filing Summary

Spruce Biosciences (SPRB) reported an insider equity event for its President and CFO, Samir Gharib. A performance-based award of 2,053 RSUs granted on March 14, 2024 vested on October 20, 2025 after the board certified performance goals. To cover taxes, 661 shares were withheld at $148.16, resulting in a net issuance of 1,392 shares.

Following these transactions, the officer beneficially owns 6,066 shares, held directly. Each RSU represents the right to receive one share of SPRB common stock upon vesting.

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)
10/20/2025

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	10/20/2025		M		2,053(1)	A	$0(2)	6,727	D
Common Stock	10/20/2025		F		661(1)	D	$148.16	6,066	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)	10/20/2025		A		2,053		(1)	(1)	Common Stock	2,053	$0	2,053	D
Restricted Stock Units	$0(2)	10/20/2025		M			2,053	(1)	(1)	Common Stock	2,053	$0	0	D

Explanation of Responses:

1. On March 14, 2024, the Reporting Person was granted 2,053 performance-based RSUs. On October 20, 2025, the Issuer's Board of Directors certified that certain specified performance goals were met and all of the RSUs vested. 661 shares were withheld for taxes, resulting in a net issuance of 1,392 shares.

2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of SPRB common stock.

	/s/ Samir Gharib	10/22/2025
	** 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 did SPRB disclose in this Form 4?

A performance-based award of 2,053 RSUs vested on October 20, 2025, with 661 shares withheld for taxes and 1,392 shares issued net.

How many SPRB shares does the reporting person own after the transactions?

The officer beneficially owns 6,066 shares directly after the reported transactions.

Who is the reporting person in this SPRB Form 4?

The reporting person is Samir Gharib, President and CFO of Spruce Biosciences.

When were the RSUs originally granted and what triggered vesting?

The 2,053 RSUs were granted on March 14, 2024 and vested on October 20, 2025 after board certification of performance goals.

What does each RSU represent for SPRB?

Each RSU represents a contingent right to receive one share of SPRB common stock upon vesting.

At what price were shares withheld for taxes?

Shares were withheld at $148.16 to satisfy tax obligations associated with the vesting.