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SPRY Form 4: CMO Sarina Tanimoto Sells 50,000 Shares; Trust Holdings Remain Large

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ARS Pharmaceuticals insider reported coordinated sales under a 10b5-1 plan. The reporting person, ARS Chief Medical Officer Sarina Tanimoto, sold a total of 50,000 shares in two transactions on 08/19/2025 and 08/20/2025 at weighted average prices of $14.0254 and $14.0914, respectively. Following the sales the filing shows the reporting person has 1,247,447 shares held indirectly via a charitable remainder unitrust and related trusts, and large additional indirect trust holdings are disclosed.

Positive

  • Sales were executed under a Rule 10b5-1 trading plan, which provides an affirmative defense and indicates pre-arranged trades
  • Full weighted average sale prices disclosed for the reported transactions ($14.0254 and $14.0914)
  • Continuing substantial indirect ownership is disclosed (1,247,447 shares held indirectly by the reporting person)

Negative

  • Insider disposed of 50,000 shares, which reduces the reporting person\'s indirect holdings
  • Large concentration of shares held in trusts (multiple trusts and large aggregated holdings could imply concentrated insider influence)

Insights

TL;DR: Insider sales of 50,000 shares executed under a 10b5-1 plan; holdings remain concentrated in trusts.

The two reported dispositions totaling 50,000 shares were executed pursuant to a Rule 10b5-1 trading plan, reducing the reporting person\'s indirectly held shares to 1,247,447. The disclosed weighted average sale prices were approximately $14.03 and $14.09. These transactions are transparent under the 10b5-1 defense and do not, by themselves, provide operational or financial information about ARS Pharmaceuticals. For investors, the material facts are the quantity sold, execution under a pre-established plan, and the continuing substantial indirect ownership via trusts.

TL;DR: Sales occurred under a prearranged plan and significant indirect ownership remains through family and charitable trusts.

The report clarifies the reporting person is trustee of a charitable remainder unitrust and that additional shares are held indirectly by related trusts, including a family trust aggregating millions of shares. The filing includes disclaimers of beneficial ownership where applicable. From a governance perspective, disclosures appear complete: the use of a 10b5-1 plan is noted and the filing identifies indirect ownership structures, providing useful transparency regarding potential control and alignment with other shareholders.

Insider Tanimoto Sarina
Role CHIEF MEDICAL OFFICER
Sold 50,000 shs ($704K)
Type Security Shares Price Value
Sale Common Stock 37,656 $14.0914 $531K
Sale Common Stock 12,344 $14.0254 $173K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 1,247,447 shares (Indirect, By Sarina Tanimoto Charitable Remainder UniTrust Dated January 7, 2020)
Footnotes (1)
  1. The shares were sold pursuant to a Rule 10b5-1 trading plan entered into on May 15, 2025. The weighted average sale price for the transaction reported was $14.0254 and the range of prices were between $14.00 and $14.08. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided. The Reporting Person is trustee of the trust. The weighted average sale price for the transaction reported was $14.0914 and the range of prices were between $14.00 and $14.205. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided. The Reporting Person's spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The number of shares reported is comprised of (i) 1,098,499 shares that were previously reported as indirectly held by the Family Trust, (ii) 3,433,512 shares that were previously reported as directly held by the Reporting Person, and (iii) 4,327,189 shares that were previously reported as indirectly held by the Reporting Person's spouse. The shares are held in trust for the benefit of the Reporting Person and her spouse. The Reporting Person and her spouse are trustees of the trust.
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Form 4 Insider Transactions: What Each Field Means →
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*
Tanimoto Sarina
(Last) (First) (Middle)
C/O ARS PHARMACEUTICALS, INC.
11682 EL CAMINO REAL, SUITE 300
(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 X 10% Owner
X Officer (give title below) Other (specify below)
CHIEF MEDICAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025
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 08/19/2025 S 12,344(1) D $14.0254(2) 1,285,103 I By Sarina Tanimoto Charitable Remainder UniTrust Dated January 7, 2020(3)
Common Stock 08/20/2025 S 37,656(1) D $14.0914(4) 1,247,447 I By Sarina Tanimoto Charitable Remainder UniTrust Dated January 7, 2020(3)
Common Stock 1,246,494 I By Richard E. Lowenthal Charitable Remainder UniTrust Dated January 7, 2020(5)
Common Stock 8,859,200(6) I By Lowenthal-Tanimoto Family Trust U/A DTD 4/3/2006(7)
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
Explanation of Responses:
1. The shares were sold pursuant to a Rule 10b5-1 trading plan entered into on May 15, 2025.
2. The weighted average sale price for the transaction reported was $14.0254 and the range of prices were between $14.00 and $14.08. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
3. The Reporting Person is trustee of the trust.
4. The weighted average sale price for the transaction reported was $14.0914 and the range of prices were between $14.00 and $14.205. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
5. The Reporting Person's spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
6. The number of shares reported is comprised of (i) 1,098,499 shares that were previously reported as indirectly held by the Family Trust, (ii) 3,433,512 shares that were previously reported as directly held by the Reporting Person, and (iii) 4,327,189 shares that were previously reported as indirectly held by the Reporting Person's spouse.
7. The shares are held in trust for the benefit of the Reporting Person and her spouse. The Reporting Person and her spouse are trustees of the trust.
/s/ Kathleen Scott, Attorney-in-Fact 08/21/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Sarina Tanimoto report on the Form 4 for SPRY?

The Form 4 reports two sales totaling 50,000 shares executed under a Rule 10b5-1 trading plan, with weighted average prices of $14.0254 and $14.0914.

Were the transactions executed under a prearranged plan?

Yes. The filing states the shares were sold pursuant to a 10b5-1 trading plan entered into on May 15, 2025.

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

The filing shows the reporting person holds 1,247,447 shares indirectly following the reported transactions.

What were the price ranges for the sales reported?

For the 08/19/2025 sale the range was $14.00 to $14.08; for the 08/20/2025 sale the range was $14.00 to $14.205.

Does the reporting person disclaim beneficial ownership of any shares?

Yes. The filing states the reporting person disclaims beneficial ownership of certain shares held in trusts, and notes the reporting person\\'s spouse is trustee of one trust.