Szwarcberg Javier B. 4
4 · SPRUCE BIOSCIENCES, INC. · Filed Dec 17, 2025
Insider Transaction Report
Form 4
Szwarcberg Javier B.
DirectorCHIEF EXECUTIVE OFFICER
Transactions
- Exercise/Conversion
Common Stock
2025-12-15+1,480→ 14,478 total - Tax Payment
Common Stock
2025-12-15$80.67/sh−752$60,664→ 13,726 total - Exercise/Conversion
Common Stock
2025-12-15+1,196→ 14,922 total - Tax Payment
Common Stock
2025-12-15$80.67/sh−608$49,047→ 14,314 total - Award
Employee Stock Option (right to buy)
2025-12-11+1,666→ 1,666 totalExercise: $104.13Exp: 2032-01-02→ Common Stock (1,666 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2025-12-11−1,666→ 0 totalExercise: $344.25Exp: 2032-01-02→ Common Stock (1,666 underlying) - Exercise/Conversion
Restricted Stock Units
2025-12-15−1,480→ 1,480 totalExercise: $0.00→ Common Stock (1,480 underlying) - Exercise/Conversion
Restricted Stock Units
2025-12-15−1,196→ 2,392 totalExercise: $0.00→ Common Stock (1,196 underlying)
Footnotes (6)
- [F1]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.
- [F2]Each RSU represents a contingent right to receive one share of common stock of the Issuer.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.