ARS Pharmaceuticals Files Form 4 for 30k Director Stock Options

Rhea-AI Filing Summary

ARS Pharmaceuticals, Inc. (SPRY) filed a Form 4 on 06/27/2025 disclosing an equity award to director Peter A. Thompson. The transaction, dated 06/25/2025, involves the grant of 30,000 non-qualified stock options with an exercise price of $17.26 per share, corresponding to the company’s common stock.

The options vest in full on the earlier of June 25 2026 or the date of SPRY’s 2026 annual shareholder meeting, and they carry a 10-year term expiring on June 24 2035. Following the grant, Thompson’s beneficial ownership consists solely of these 30,000 derivative securities, reported as direct (D) ownership.

Per a standing agreement, all economic benefits from the award will be transferred to OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC, which in turn will pass them to OrbiMed Private Investments VI, LP. No open-market purchase or sale of common shares was reported, and no changes were disclosed for non-derivative holdings.

This filing represents a routine director compensation grant that modestly increases SPRY’s potential share count but primarily serves to align long-term incentives with shareholder value.

Positive

• 30,000 stock options add long-term incentive alignment for a key board member.
• Strike price set at market ensures value creation only if shares appreciate, aligning interests with common shareholders.

Negative

• Potential dilution, though minor (<0.1% of shares), accompanies any option grant.
• Economic benefit flows to OrbiMed rather than the individual director, slightly reducing direct personal alignment.

Insights

Corporate Governance Expert

TL;DR: Routine director option grant; aligns incentives, minimal near-term impact.

The one-time award of 30,000 options is standard board compensation for a biotech the size of SPRY. The strike price is set at the prevailing market level, so value to the director (and ultimately OrbiMed) materialises only if the stock appreciates. Vesting is time-based and fully cliff-vests within one year, providing quick alignment while still encouraging retention through the 10-year term. Because options represent less than 0.1% of basic shares outstanding (assuming ~40 m shares), dilution risk is immaterial. The transfer to OrbiMed is disclosed transparently and reflects that Thompson serves as an OrbiMed partner rather than as an independent director, which investors may already factor into governance assessments.

Securities Analyst

TL;DR: Neutral—no cash transaction, limited dilution, standard biotech board grant.

There is no immediate share purchase or sale signal here; instead, the director receives options at $17.26, roughly the recent trading range. Such grants are expected and do not change earnings, cash flow, or strategy. While the transfer clause means the economic upside benefits OrbiMed’s fund, SPRY keeps board representation from a major healthcare investor, which can be strategically advantageous. Overall, the filing is unlikely to move the share price.

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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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^*

Thompson Peter A.

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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

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)	$17.26	06/25/2025		A		30,000		(1)	06/24/2035	Common Stock	30,000	$0	30,000	D(2)

Explanation of Responses:

1. The shares subject to the option will vest in full on the earlier of June 25, 2026 or the date of the Issuer's 2026 annual meeting of stockholders, which date has not been set by the Issuer's Board of Directors.

2. Pursuant to an agreement with OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC, the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Private Investments VI, LP.

	/s/ Kathleen Scott, Attorney-in-Fact	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did the SPRY Form 4 dated 06/27/2025 disclose?

It reported a grant of 30,000 stock options to director Peter A. Thompson at a strike price of $17.26.

When do Peter A. Thompson’s SPRY options vest?

They vest in full on the earlier of June 25 2026 or the 2026 annual shareholder meeting date.

What is the expiration date of the newly granted SPRY options?

The options expire on June 24 2035, providing a 10-year exercise window.

Will this Form 4 cause immediate share dilution for SPRY investors?

Dilution is only potential; new shares issue only if options are exercised and the total represents less than 0.1% of current shares.

Who ultimately benefits from the SPRY option grant?

Under an agreement, OrbiMed Advisors LLC and affiliates will receive the economic benefits, not the director personally.