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ARS Pharmaceuticals (NASDAQ: SPRY) grants 30,000 options to RA Capital-linked director

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ARS Pharmaceuticals reported that an entity associated with RA Capital received a grant of stock options linked to its common stock. The award covers 30,000 options with an exercise price of $10.54 per share and expires on June 23, 2036.

These options vest in full on the earlier of June 24, 2027 or the company’s 2027 annual meeting of stockholders. According to the disclosure, Dr. Peter Kolchinsky holds the option for the benefit of RA Capital Healthcare Fund LP and RA Capital Nexus Fund II, L.P., and any net proceeds reduce advisory fees owed to RA Capital Management, L.P. The reporting persons disclaim beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider RA CAPITAL MANAGEMENT, L.P., RA Capital Healthcare Fund LP, RA Capital Nexus Fund II, L.P., Kolchinsky Peter, Shah Rajeev M.
Role null | null | null | null | null
Type Security Shares Price Value
Grant/Award Stock Option (Right to Buy) 30,000 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 30,000 shares (Indirect, See Footnotes)
Footnotes (1)
  1. The shares subject to the option will vest in full on the earlier of June 24, 2027 or the date of the Issuer's 2027 annual meeting of stockholders, which date has not been set by the Issuer's Board of Directors. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein. Under Dr. Kolchinsky 's arrangement with the Adviser, Dr. Kolchinsky holds the option for the benefit of the Fund and the Nexus Fund II. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
Option grant size 30,000 options Stock Option (Right to Buy) linked to common stock
Exercise price $10.54 per share Conversion or exercise price of the stock options
Expiration date June 23, 2036 Option expiration for the 30,000-share grant
Shares after grant 30,000 derivative securities Total options following the transaction
Vesting date trigger June 24, 2027 Earlier of this date or 2027 annual meeting for full vesting
Stock Option (Right to Buy) financial
"security_title: "Stock Option (Right to Buy)""
exercise price financial
"conversion_or_exercise_price: "10.5400" per share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
beneficial ownership financial
"disclaims beneficial ownership of any of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"except to the extent of its or his respective pecuniary interest therein"
annual meeting of stockholders financial
"on the earlier of June 24, 2027 or the date of the Issuer's 2027 annual meeting of stockholders"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
RA CAPITAL MANAGEMENT, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
ARS Pharmaceuticals, Inc. [ SPRY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$10.5406/24/2026A30,000 (1)06/23/2036Common Stock30,000$030,000ISee Footnotes(2)(3)
1. Name and Address of Reporting Person*
RA CAPITAL MANAGEMENT, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Healthcare Fund LP
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
RA Capital Nexus Fund II, L.P.
(Last)(First)(Middle)
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Kolchinsky Peter
(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Shah Rajeev M.
(Last)(First)(Middle)
C/O RA CAPITAL MANAGEMENT, L.P.
200 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The shares subject to the option will vest in full on the earlier of June 24, 2027 or the date of the Issuer's 2027 annual meeting of stockholders, which date has not been set by the Issuer's Board of Directors.
2. RA Capital Management, L.P. (the "Adviser") is the investment manager for RA Capital Healthcare Fund, L.P. (the "Fund") and RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The general partner of the Adviser is RA Capital Management GP, LLC (the "Adviser GP"), of which Dr. Peter Kolchinsky and Mr. Rajeev Shah are the managing members. Each of the Adviser, the Adviser GP, the Fund, the Nexus Fund II, Dr. Kolchinsky and Mr. Shah disclaims beneficial ownership of any of the reported securities, except to the extent of its or his respective pecuniary interest therein.
3. Under Dr. Kolchinsky 's arrangement with the Adviser, Dr. Kolchinsky holds the option for the benefit of the Fund and the Nexus Fund II. Dr. Kolchinsky is obligated to turn over to the Adviser any net cash or stock received upon exercise of the option, which will offset advisory fees owed by the Fund and the Nexus Fund II to the Adviser. The Reporting Persons therefore disclaim beneficial ownership of the option and underlying common stock.
Remarks:
Dr. Peter Kolchinsky, a Managing Partner of the Adviser, serves on the Issuer's board of directors.
/s/ Peter Kolchinsky, Manager of RA Capital Management, L.P.06/26/2026
/s/ Peter Kolchinsky, Manager of RA Capital Healthcare Fund GP, LLC, the General Partner of RA Capital Healthcare Fund, L.P.06/26/2026
/s/ Peter Kolchinsky, Manager of RA Capital Nexus Fund II GP, LLC, the General Partner of RA Capital Nexus Fund II, L.P.06/26/2026
/s/ Peter Kolchinsky, individually06/26/2026
/s/ Rajeev Shah, individually06/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did ARS Pharmaceuticals (SPRY) disclose for RA Capital?

ARS Pharmaceuticals disclosed a grant of 30,000 stock options tied to its common stock to an entity associated with RA Capital. The options carry a $10.54 exercise price and are held by Dr. Peter Kolchinsky for the benefit of RA Capital funds.

What are the terms of the 30,000 ARS Pharmaceuticals stock options?

The 30,000 stock options have an exercise price of $10.54 per share and expire on June 23, 2036. They relate to ARS Pharmaceuticals common stock and represent a compensation-linked award rather than an open‑market purchase or sale.

When do the RA Capital-linked options in ARS Pharmaceuticals vest?

The options vest in full on the earlier of June 24, 2027 or the company’s 2027 annual meeting of stockholders. This single vesting date means the entire 30,000‑option grant becomes exercisable at once when that event occurs.

Who ultimately benefits from the ARS Pharmaceuticals option grant?

Under the disclosed arrangement, Dr. Peter Kolchinsky holds the option for the benefit of RA Capital Healthcare Fund LP and RA Capital Nexus Fund II, L.P. Any net cash or stock from exercise offsets advisory fees owed to RA Capital Management, L.P.

Do RA Capital entities claim full beneficial ownership of the SPRY options?

The disclosure states each of RA Capital Management, its general partner, the funds, and Dr. Kolchinsky and Mr. Shah disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest in the option and underlying common stock.

Is the ARS Pharmaceuticals Form 4 transaction a market buy or sell?

No, it is not a market buy or sell. The filing describes a compensation-related grant of 30,000 stock options with a $10.54 exercise price, categorized as a grant or award acquisition rather than an open-market purchase or sale of shares.