ARS Pharma Insider Trade: CCO Executes 10b5-1 Plan, Retains 559k Options

Rhea-AI Filing Summary

ARS Pharmaceuticals, Inc. (SPRY) – Form 4 insider transaction

Chief Commercial Officer Eric Karas exercised 15,000 stock options at an exercise price of $1.50 on 06/18/2025 (Code M) and simultaneously sold 15,000 common shares at $16.00 per share (Code S) under a Rule 10b5-1 trading plan adopted on 03/26/2024. Following these transactions, Karas directly holds 7,696 common shares and retains 559,588 outstanding options. No other derivative or non-derivative changes were reported.

The filing indicates routine option exercise and sale rather than an outright reduction of economic exposure, as the officer continues to hold a substantial option position. Investors may view the scheduled nature of the sale as mitigating potential negative sentiment typically associated with insider selling.

Positive

• Sale executed under a pre-arranged Rule 10b5-1 plan, reducing perception of opportunistic insider trading.
• Officer retains 559,588 unexercised options, preserving long-term incentive alignment with shareholders.

Negative

• Direct common share ownership fell to 7,696 shares, a relatively small stake for a C-suite executive.
• 15,000 shares were sold at $16.00, an outright reduction in immediately vote-eligible equity.

Insights

Securities Analyst

TL;DR: Pre-planned option exercise & sale; modest shareholding remains, large option pool intact – neutral to slight negative.

The officer exercised low-priced options and liquidated an equal number of shares at market levels via a 10b5-1 plan, a common liquidity strategy. Because the transaction was pre-scheduled and he retains over half a million options, the move does not signal a material loss of confidence. However, outright share ownership dropped to 7,696 shares, which may be interpreted as limited alignment with common shareholders. I rate the market impact as neutral; insider activity alone is unlikely to move the stock materially absent additional catalysts.

Corporate Governance Expert

TL;DR: Rule 10b5-1 compliance reduces governance concern; transaction optics remain mixed.

From a governance perspective, disclosure that the sale flowed through a 10b5-1 plan established months earlier limits potential allegations of opportunistic trading. Retention of 559,588 options suggests continuing incentive alignment tied to future performance. Nevertheless, the reduction in directly held shares could be seen as moderating insider commitment. Overall governance impact is immaterial and should not influence proxy voting or compensation risk assessments.

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).

X

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^*

Karas Eric

(Last) (First) (Middle)

C/O ARS PHARMACEUTICALS, INC.

11682 EL CAMINO REAL, SUITE 120

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARS Pharmaceuticals, Inc. [ SPRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		M		15,000	A	$1.5	22,696	D
Common Stock	06/18/2025		S(1)		15,000	D	$16	7,696	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
Stock Option (Right to Buy)	$1.5	06/18/2025		M			15,000	(2)	05/23/2032	Common Stock	15,000	$0	559,588	D

Explanation of Responses:

1. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 26, 2024.

2. Immediately exercisable.

	/s/ Kathleen Scott, Attorney-in-Fact	06/20/2025
	** 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 SPRY's Chief Commercial Officer report in the June 2025 Form 4?

Exercise of 15,000 options at $1.50 and sale of 15,000 shares at $16.00 on 06/18/2025.

Was the insider sale pre-planned?

Yes. The transaction was executed under a Rule 10b5-1 trading plan adopted on 03/26/2024.

How many SPRY shares does Eric Karas now own directly?

After the reported transactions, he holds 7,696 common shares.

How many options does the executive still control?

He retains 559,588 stock options following the exercise of 15,000 options.

Does the filing indicate additional derivative activity?

No other derivative transactions were reported beyond the single option exercise.

What transaction codes were used in this Form 4?

Code M for option exercise and Code S for sale of shares.