What board change related to Abingworth is disclosed for Spruce Biosciences (SPRB)?

The amendment notes that Bali Muralidhar , who represented Abingworth Bioventures VII LP on Spruce Biosciences’ board, resigned as a director in October 2025 . This update is included in the revised purpose-of-transaction disclosure within the Schedule 13D/A Amendment No. 3.

Carlyle Group discloses 4.7% in Spruce Biosciences (SPRB)

Q: How many Spruce Biosciences (SPRB) shares are used to calculate the 4.7% ownership?

The reported 4.7% stake is calculated using 1,070,370 Spruce Biosciences common shares outstanding as of November 7, 2025 . That outstanding share count comes from Spruce’s Form 10-Q filed on November 10, 2025, and reflects a prior 1-for-75 reverse stock split.

Q: What change in status do the reporting persons disclose for their SPRB ownership?

The reporting persons state they have ceased to be beneficial owners of more than five percent of Spruce Biosciences’ common stock. They now report beneficial ownership of approximately 4.7% , based on 50,893 shares counted against 1,070,370 shares outstanding as of November 7, 2025.

Q: Did Carlyle and Abingworth report recent transactions in Spruce Biosciences (SPRB) stock?

The filing states that, during the past 60 days , the reporting persons have not effected any transactions in Spruce Biosciences common stock. The updated ownership information instead reflects the current share count, option and warrant holdings, and the company’s prior reverse stock split.

Q: Which entities are listed as reporting persons in this Spruce Biosciences (SPRB) Schedule 13D/A?

Reporting persons include The Carlyle Group Inc. and several affiliates such as Carlyle Holdings I GP Inc. , Carlyle Investment Management L.L.C. , Carlyle Genesis UK LLC , Abingworth LLP and Abingworth Bioventures VII LP , all of which may be deemed to share beneficial ownership of the reported shares.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Carlyle-affiliated entities and Abingworth funds report beneficial ownership of 50,893 shares of Spruce Biosciences common stock, equal to about 4.7% of the company. This percentage is based on 1,070,370 shares outstanding as of November 7, 2025, and reflects a 1-for-75 reverse stock split completed in August 2025.

The position includes 38,620 shares held by Abingworth Bioventures VII LP, 1,233 shares issuable upon stock options and 11,040 shares issuable upon standard warrants, all exercisable within 60 days. The filing notes that the reporting persons have ceased to be beneficial owners of more than five percent of Spruce’s common stock and that no transactions occurred in the past 60 days. It also records the October 2025 resignation of Bali Muralidhar from Spruce’s board of directors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 02/18/2026 - 05:27 PM

FAQ

What ownership stake in Spruce Biosciences (SPRB) do Carlyle and Abingworth report?

Carlyle- and Abingworth-affiliated entities report beneficial ownership of 50,893 Spruce Biosciences shares, representing approximately 4.7% of the common stock. This figure includes common shares, stock options and warrants that are exercisable within 60 days, as detailed in the Schedule 13D/A amendment.

How many Spruce Biosciences (SPRB) shares are used to calculate the 4.7% ownership?

The reported 4.7% stake is calculated using 1,070,370 Spruce Biosciences common shares outstanding as of November 7, 2025. That outstanding share count comes from Spruce’s Form 10-Q filed on November 10, 2025, and reflects a prior 1-for-75 reverse stock split.

What change in status do the reporting persons disclose for their SPRB ownership?

The reporting persons state they have ceased to be beneficial owners of more than five percent of Spruce Biosciences’ common stock. They now report beneficial ownership of approximately 4.7%, based on 50,893 shares counted against 1,070,370 shares outstanding as of November 7, 2025.

Did Carlyle and Abingworth report recent transactions in Spruce Biosciences (SPRB) stock?

The filing states that, during the past 60 days, the reporting persons have not effected any transactions in Spruce Biosciences common stock. The updated ownership information instead reflects the current share count, option and warrant holdings, and the company’s prior reverse stock split.

Which entities are listed as reporting persons in this Spruce Biosciences (SPRB) Schedule 13D/A?

Reporting persons include The Carlyle Group Inc. and several affiliates such as Carlyle Holdings I GP Inc., Carlyle Investment Management L.L.C., Carlyle Genesis UK LLC, Abingworth LLP and Abingworth Bioventures VII LP, all of which may be deemed to share beneficial ownership of the reported shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Spruce Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

85209E208

(CUSIP Number)

Jeffrey Ferguson
The Carlyle Group, 1001 Pennsylvania Avenue, NW, Suite 220S
Washington, DC, 20004
(202) 729-5626

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Spruce Biosciences, Inc.

(c)

Address of Issuer's Principal Executive Offices:

611 Gateway Boulevard, Suite 740, South San Francisco, CALIFORNIA , 94080.

Item 1 Comment:

Explanatory Note This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on October 16, 2020 (as amended to date, the "Schedule 13D"), relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Spruce Biosciences, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended as follows: Bali Muralidhar, who represented Abingworth Bioventures VII LP on the Issuer's board of directors, resigned as a director in October 2025.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, based on 1,070,370 shares of Common Stock outstanding as of November 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2025. The amount of Common Stock reported herein reflects a 1-for-75 reverse stock split effected by the Issuer on August 4, 2025. The Reporting Persons beneficially own 50,893 shares of Common Stock, or approximately 4.7% of the shares of Common Stock outstanding, which include (i) 38,620 shares of Common Stock held of record by Abingworth Bioventures VII LP, (ii) 1,233 shares of Common Stock underlying stock options exercisable within 60 days of the date hereof held for the benefit of Abingworth Bioventures VII LP and (iii) 11,040 shares of Common Stock underlying the Standard Warrants exercisable within 60 days of the date hereof. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management, L.L.C., which is the sole member of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. Abingworth Bioventures VII LP has delegated to Abingworth LLP all investment and dispositive power over the securities held of record by Abingworth Bioventures VII LP. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Abingworth Bioventures VII LP, but each disclaims beneficial ownership of such securities.

(b)

Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 50,893 Sole power to dispose or to direct the disposition: 0 Shared power to dispose or to direct the disposition: 50,893

(c)

During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.

(d)

None.

(e)

As of the date hereof, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Carlyle Group Inc.

Signature:	/s/ Anne K. Frederick
Name/Title:	Anne K. Frederick, Corporate Secretary
Date:	02/18/2026

Carlyle Holdings I GP Inc.

Signature:	/s/ Anne K. Frederick
Name/Title:	Anne K. Frederick, Managing Director
Date:	02/18/2026

Carlyle Holdings I GP Sub L.L.C.

Signature:	By: Carlyle Holdings I GP Inc., its sole member, /s/ Anne K. Frederick
Name/Title:	Anne K. Frederick, Managing Director
Date:	02/18/2026

Carlyle Holdings I L.P.

Signature:	/s/ Anne K. Frederick
Name/Title:	Anne K. Frederick, Managing Director
Date:	02/18/2026

CG Subsidiary Holdings L.L.C.

Signature:	/s/ Anne K. Frederick
Name/Title:	Anne K. Frederick, Managing Director
Date:	02/18/2026

TC Group, L.L.C.

Signature:	/s/ Anne K. Frederick
Name/Title:	Anne K. Frederick, Managing Director
Date:	02/18/2026

Carlyle Investment Management L.L.C.

Signature:	/s/ Anne K. Frederick
Name/Title:	Anne K. Frederick, Managing Director
Date:	02/18/2026

Carlyle Genesis UK LLC

Signature:	By: Carlyle Investment Management L.L.C., its sole member, /s/ Anne K. Frederick
Name/Title:	Anne K. Frederick, Managing Director
Date:	02/18/2026

Abingworth LLP

Signature:	/s/ Emma O'Reilly
Name/Title:	Emma O'Reilly, Authorized Signatory
Date:	02/18/2026

Abingworth Bioventures VII LP

Signature:	/s/ Emma O'Reilly
Name/Title:	Emma O'Reilly, Authorized Signatory
Date:	02/18/2026

Source: View Original Filing on SEC EDGAR