SPRY Form 4: CFO Kathleen Scott exercises options, discloses 739,830-option exposure

Rhea-AI Filing Summary

ARS Pharmaceuticals insider transactions by CFO Kathleen Scott: On 08/21/2025 the reporting person exercised stock options to acquire 12,500 shares at an exercise price of $1.50 and simultaneously sold 12,500 shares at $15.00 under a Rule 10b5-1 trading plan established 05/22/2025. After these transactions she beneficially owned 22,542 shares directly and held options representing 739,830 underlying shares exercisable through 02/29/2032. The Form 4 discloses that 2,618 of the acquired shares came from the companys 2020 Employee Stock Purchase Plan.

Positive

• Transparent disclosure of exercise and sale transactions including 10b5-1 plan reference
• Execution of options at $1.50 to acquire 12,500 shares demonstrates use of vested compensation
• Disclosure of ESPP shares (2,618 shares acquired on 06/30/2025) clarifies source of some acquired shares

Negative

• Large outstanding option position (options underlying 739,830 shares) could represent potential dilution
• Insider sale of 12,500 shares at $15.00 reduced direct holdings from prior levels

Insights

Financial Analyst

TL;DR: Insider exercised low-cost options and sold an equal number of shares at a materially higher price, while retaining large option exposure.

The CFOs exercise of 12,500 options at $1.50 and concurrent sale at $15.00 realized a significant per-share spread, reflecting typical option monetization. Post-transaction direct ownership is 22,542 shares; derivative holdings include options on 739,830 shares exercisable through 02/29/2032, which represent substantial potential future dilution if exercised. Disclosure of the Rule 10b5-1 plan provides procedural clarity on the timing of the sale. For investors, these are routine insider liquidity and option-exercise actions rather than operational signals.

Corporate Governance Expert

TL;DR: Filing is timely and includes a Rule 10b5-1 plan disclosure; large outstanding option position is notable for governance review.

The Form 4 is properly signed and specifies that the sale was executed pursuant to a 10b5-1 trading plan entered 05/22/2025, which supports an affirmative defense under Rule 10b5-1. The report also notes shares acquired via the ESPP. Governance teams will note the sizable number of options underlying 739,830 shares expiring 02/29/2032; such concentrated insider option holdings can be relevant for compensation and dilution oversight. No compliance issues are evident from the form itself.

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^*

Scott Kathleen D.

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		M		12,500	A	$1.5	22,542(1)	D
Common Stock	08/21/2025		S		12,500(2)	D	$15	10,042	D
Common Stock								8,250	I	By Scott 2008 Trust Dated 3/28/08

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	08/21/2025		M			12,500	(3)	02/29/2032	Common Stock	12,500	$0	739,830	D

Explanation of Responses:

1. Includes 2,618 shares acquired under the Issuer's 2020 Employee Stock Purchase Plan on June 30, 2025.

2. The shares were sold pursuant to a Rule 10b5-1 trading plan entered into on May 22, 2025.

3. Immediately exercisable.

	/s/ Kathleen Scott	08/22/2025
	** 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 transactions did Kathleen Scott report on Form 4 for SPRY?

She exercised 12,500 options at $1.50 (08/21/2025) and sold 12,500 shares at $15.00 (08/21/2025) pursuant to a Rule 10b5-1 plan.

How many shares does the reporting person beneficially own after these transactions?

The Form reports 22,542 shares beneficially owned following the reported transactions.

Does the filing disclose any shares acquired through the ESPP?

Yes. The filing states that 2,618 shares were acquired under the issuers 2020 Employee Stock Purchase Plan on 06/30/2025.

What derivative securities does the reporting person hold?

She holds stock options exercisable to acquire 12,500 shares (exercised) and derivative holdings underlying 739,830 common shares exercisable through 02/29/2032.

Was the sale governed by a pre-existing trading plan?

Yes. The sale of 12,500 shares was made pursuant to a Rule 10b5-1 trading plan entered into on 05/22/2025, as disclosed in the filing.