ARS Pharmaceuticals Form 4: 50,000-share sale by CEO under 10b5-1 plan

Rhea-AI Filing Summary

ARS Pharmaceuticals insider transaction: Richard E. Lowenthal, President & CEO and director, reported the sale of 50,000 shares of ARS Pharmaceuticals (SPRY) on 08/21/2025 under a Rule 10b5-1 plan. The weighted average sale price was $14.4869, with individual trade prices ranging from $14.31 to $14.61.

The filing discloses that Lowenthal retains significant indirect holdings through trusts: 1,196,494 shares indirectly by a charitable remainder unitrust for which he is trustee, 1,247,447 shares indirectly by a unitrust for which his spouse is trustee, and 8,859,200 shares indirectly via the Lowenthal-Tanimoto Family Trust, for a combined substantial ownership position.

Insights

Securities Analyst

TL;DR: Small, planned sale by CEO under a 10b5-1 plan; substantial indirect holdings remain intact.

The reported sale of 50,000 shares appears executed under a pre-existing Rule 10b5-1 plan, which signals pre-planned, compliant disposition rather than opportunistic trading. The amount sold represents a small fraction of the aggregate beneficial ownership disclosed, so there is no immediate evidence of a material change in insider alignment with shareholders. Price range and weighted-average price are provided, enhancing transparency.

Corporate Governance Expert

TL;DR: Filing shows strong disclosure practices and concentrated insider ownership via trusts.

The Form 4 properly discloses relationship, trustee roles, and the nature of indirect ownership across multiple trusts. The reporting person disclaims direct beneficial ownership for certain trusts as appropriate. Continued high indirect ownership through family and charitable trusts indicates sustained insider economic interest, reducing governance concerns associated with a small sale.

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
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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^*

Lowenthal Richard E

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

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		S		50,000(1)	D	$14.4869(2)	1,196,494	I	By Richard E. Lowenthal Charitable Remainder UniTrust Dated January 7, 2020(3)
Common Stock								1,247,447	I	By Sarina Tanimoto Charitable Remainder UniTrust Dated January 7, 2020(4)
Common Stock								8,859,200(5)	I	By Lowenthal-Tanimoto Family Trust U/A DTD 4/3/2006(6)

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 $14.4869 and the range of prices were between $14.31 and $14.61. 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 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.

5. 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 indirectly held by the Reporting Person's spouse, and (iii) 4,327,189 shares that were previously reported as directly held by the Reporting Person.

6. The shares are held in trust for the benefit of the Reporting Person and his spouse. The Reporting Person and his spouse are trustees of the trust.

	/s/ Kathleen Scott, Attorney-in-Fact	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 did Richard E. Lowenthal report on Form 4 for SPRY?

He reported the sale of 50,000 shares of ARS Pharmaceuticals (SPRY) on 08/21/2025 under a Rule 10b5-1 plan.

What price did the reported SPRY shares sell for?

The weighted average sale price was $14.4869, with a reported price range between $14.31 and $14.61.

How much SPRY stock does Lowenthal beneficially own after the sale?

The filing lists indirect beneficial ownership of 1,196,494, 1,247,447, and 8,859,200 shares across specified trusts.

Was the sale a single transaction or part of a plan?

The sale was made pursuant to a Rule 10b5-1 trading plan entered into on May 15, 2025.

Who signed the Form 4 filing for Lowenthal?

The Form 4 was signed by Kathleen Scott, Attorney-in-Fact on 08/22/2025.