Sec Form 4 Filing - Szwarcberg Javier B. @ SPRUCE BIOSCIENCES, INC. - 2025-12-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Szwarcberg Javier B.
2. Issuer Name and Ticker or Trading Symbol
SPRUCE BIOSCIENCES, INC. [ SPRB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
C/O SPRUCE BIOSCIENCES, INC., 611 GATEWAY BOULEVARD, SUITE 740
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2025
(Street)
SOUTH SAN FRANCISCO, CA94080
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/15/2025 M 1,480 ( 1 ) A $ 0 ( 2 ) 14,478 D
Common Stock 12/15/2025 F 752 ( 1 ) D $ 80.67 13,726 D
Common Stock 12/15/2025 M 1,196 ( 3 ) A $ 0 ( 2 ) 14,922 D
Common Stock 12/15/2025 F 608 ( 3 ) D $ 80.67 14,314 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (right to buy) $ 104.13 12/11/2025 A 1,666 ( 4 ) 01/02/2032 Common Stock 1,666 ( 5 ) ( 6 ) 1,666 D
Employee Stock Option (right to buy) $ 344.25 12/11/2025 D 1,666 ( 4 ) 01/02/2032 Common Stock 1,666 ( 5 ) ( 6 ) 0 D
Restricted Stock Units $ 0 ( 2 ) 12/15/2025 M 1,480 ( 1 ) ( 1 ) Common Stock 1,480 $ 0 1,480 D
Restricted Stock Units $ 0 ( 2 ) 12/15/2025 M 1,196 ( 3 ) ( 3 ) Common Stock 1,196 $ 0 2,392 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Szwarcberg Javier B.
C/O SPRUCE BIOSCIENCES, INC.
611 GATEWAY BOULEVARD, SUITE 740
SOUTH SAN FRANCISCO, CA94080
X CHIEF EXECUTIVE OFFICER
Signatures
/s/ Samir Gharib, Attorney-in-Fact 12/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 5, 2022, the Reporting Person was granted 5,920 time-based restricted stock units ("RSUs"), subject to a 4-year vesting schedule, with 25% of the total number of RSUs vested on December 15, 2023 (the "Annual Vesting Date") and 25% of the total number of RSUs to vest in annual installments on each anniversary of the Annual Vesting Date thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). On December 15, 2025, 1,480 RSUs vested, with 752 shares withheld for taxes, resulting in a net issuance of 728 shares.
( 2 )Each RSU represents a contingent right to receive one share of common stock of the Issuer.
( 3 )On December 14, 2023, the Reporting Person was granted a total of 9,658 RSUs. 50% or 4,784 of the total RSUs are performance-based and all vested on December 10, 2024. An addition of 50% or 4,784 of the total RSUs are time-based. 25% of which vested on December 15, 2024, and in equal annual installments thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). On December 15, 2025, 1,196 shares vested and 608 shares were withheld for taxes, resulting in a net issuance of 588 shares.
( 4 )The shares vest upon the achievement of specified performance goals, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2020 Equity Incentive Plan). 50% or 1,666 shares of the total shares vested on November 26, 2023. 50% or 1,666 shares of the total shares did not vest as the relevant performance goal was not achieved.
( 5 )The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on December 11, 2025 (the "Repricing Date"). The Option Repricing applies to options with exercise prices of $106.09 per share or greater held by employees and directors of the Issuer who remained in continuous service with the Company as of the Repricing Date.
( 6 )Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $104.13 per share, the thirty (30)-day trailing volume-weighted average price of the Common Stock on the Nasdaq Capital Market on the Repricing Date. However, if an optionholder exercises a repriced option before the end of a retention period of one year (which period may be shorter in certain circumstances), such optionholder will be required to pay the original exercise price per share of such repriced option. No other changes were made to the repriced options in connection with the Option Repricing, including with respect to the vesting schedules, expiration dates or number of shares underlying such repriced options.

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