Form 4: SPRB President & CFO Reports RSU Vesting, Stock Transactions

SPRUCE BIOSCIENCES' President and CFO, Samir M. Gharib, reported the vesting of restricted stock units and related common stock transactions, including tax withholdings, on December 10 and 11, 2025.

Summary

• Samir M. Gharib, President and CFO of SPRUCE BIOSCIENCES, INC. (SPRB), reported transactions involving the vesting of Restricted Stock Units (RSUs) and subsequent common stock acquisitions and dispositions.
• On December 10, 2025, 514 shares of common stock vested from a grant of 2,053 RSUs originally made on March 14, 2024.
• 184 shares were disposed of at a price of $85.67 per share to cover tax obligations related to this vesting, resulting in a net issuance of 330 shares.
• On December 11, 2025, 1,900 shares of common stock vested from a separate grant of 7,600 RSUs.
• 680 shares were disposed of at a price of $88.41 per share for tax withholding purposes, resulting in a net issuance of 1,220 shares.
• Following these reported transactions, Mr. Gharib directly beneficially owns 7,616 shares of SPRB common stock.
• He also holds 1,539 unvested Restricted Stock Units from the March 14, 2024 grant and 5,700 unvested Restricted Stock Units from the 7,600 unit grant.

Sentiment

Score: 6

Explanation: The filing details routine, pre-scheduled executive compensation events. The vesting of RSUs is a positive for the executive and indicates continued alignment with the company, while tax-related dispositions are a standard part of the process. No unexpected positive or negative news is present.

Positives

• The vesting of Restricted Stock Units indicates continued employment and alignment of the President and CFO's interests with shareholder value.
• The acquisition of common stock through RSU vesting increases the executive's direct ownership in the company.

Negatives

• A portion of the vested shares was disposed of to cover tax obligations, reducing the net number of shares acquired by the executive.

Risks

• Future vesting of RSUs is subject to the Reporting Person's 'Continuous Service' as defined in the Issuer's 2020 Equity Incentive Plan.
• The value of the vested shares and future unvested RSUs is subject to market fluctuations of SPRB common stock.

Future Outlook

Future vesting events for Samir M. Gharib's Restricted Stock Units are scheduled for the second, third, and fourth anniversaries of a specified clinical development objective for the March 14, 2024 grant, and on December 15, 2026, December 15, 2027, and December 15, 2028, for the 7,600 unit grant, all contingent on continuous service.

Industry Context

This filing represents a routine executive compensation event, common across all industries, where equity awards vest and are reported as required by SEC regulations. It does not provide specific insights into broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: The issuance of shares upon RSU vesting results in minor dilution, but also reinforces alignment between executive compensation and company performance.
• Employees: The continuous service requirement for vesting incentivizes executive retention.

Next Steps

• Remaining 25% of the 2,053 RSU grant will vest on the second, third, and fourth anniversaries of the achievement of a specified clinical development objective.
• Remaining 25% of the 7,600 RSU grant will vest on December 15, 2026, December 15, 2027, and December 15, 2028, subject to continuous service.

Key Dates

Keywords

SPRB, Form 4, Restricted Stock Units, RSU vesting, Insider Transaction, Executive Compensation, Samir Gharib, Spruce Biosciences