Ways Douglas Kirk 4

What Happened

• Douglas Kirk Ways, Interim Chief Medical Officer and director of Spruce Biosciences (SPRB), reported multiple derivative transactions on December 11, 2025. He exercised/conversioned options resulting in 1,250 shares acquired (exercise price reported $0.00) and 1,250 shares disposed the same day (also reported $0.00). He was granted 5,000 restricted stock units (RSUs) (reported as acquired at $0.00). Separate small RSU entries (266 and 400 RSUs) were recorded as acquired and immediately disposed to the issuer (N/A price), consistent with share withholding or surrender activity.
• No cash value is shown in the Form 4 for the $0.00 entries. The filing also includes footnotes about a prior reverse stock split (Aug 4, 2025), full vesting of the options involved, and a one-time option repricing effective Dec 11, 2025 that reduced certain option exercise prices to $104.13 per share (from $106.09+).

Key Details

• Transaction date: December 11, 2025; Form 4 filed January 21, 2026 (after the transaction date).
• Reported transactions:
  • Exercise/conversion (M): 1,250 shares acquired @ $0.00
  • Exercise/conversion (M): 1,250 shares disposed @ $0.00
  • Grant/award (A): 5,000 RSUs acquired @ $0.00
  • Grant/award (A): 266 RSUs acquired and 266 RSUs disposed to issuer (N/A)
  • Grant/award (A): 400 RSUs acquired and 400 RSUs disposed to issuer (N/A)
• Shares owned after transaction: not disclosed in the provided filing summary.
• Notable footnotes:
  • F1–F2: 25% of the total RSUs vested on grant; remaining RSUs vest 25% annually Dec 15 of 2026–2028. Each RSU converts to one common share upon settlement.
  • F3–F4: A 75-for-1 reverse split on Aug 4, 2025 affected option/share math; the options involved are fully vested and exercisable.
  • F5–F6: A one-time Option Repricing effective Dec 11, 2025 reduced exercise prices for eligible options to $104.13 per share (30‑day VWAP on repricing date); early exercises within a retention period may require payment of the original exercise price.
• Filing timeliness: Filed ~6 weeks after the Dec 11 trades — later than the typical two-business-day Form 4 deadline (filing appears late).

Context

• Derivative activity: The Form 4 reports option exercise/conversion entries (code M) and RSU grants (code A). The matching "disposed" entries and N/A/$0.00 prices suggest same-day surrender/withholding of shares (commonly used to cover taxes or fees) and/or net settlement, rather than a typical open-market sale. The filing’s footnotes explain option repricing and the reverse split, which affect exercise prices and share counts.
• For retail investors: Grants (RSUs) and exercises are informational — grants often vest over time and don’t necessarily signal immediate conviction. The option repricing and reverse split are notable background corporate actions that affect insider economics. The late filing means these transactions were reported to the SEC well after the trade date.