Spruce Biosciences (NASDAQ: SPRB) CEO details RSU vesting and stock option repricing
Rhea-AI Filing Summary
Spruce Biosciences, Inc. chief executive officer and director reported multiple equity transactions. On December 15, 2025, 1,480 previously granted restricted stock units (RSUs) vested, with 752 shares withheld for taxes, resulting in a net issuance of 728 common shares. On the same date, 1,196 additional RSUs vested, with 608 shares withheld for taxes and a net issuance of 588 shares.
Separately, effective December 11, 2025, 1,666 employee stock options with an original exercise price of $344.25 per share were replaced by 1,666 options with a reduced exercise price of $104.13 per share, reflecting a one-time option repricing based on the 30‑day volume‑weighted average price. If a repriced option is exercised before the end of a one‑year retention period, the holder must pay the original exercise price.
Positive
- None.
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,480 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,196 | $0.00 | -- |
| Exercise | Common Stock | 1,480 | $0.00 | -- |
| Tax Withholding | Common Stock | 752 | $80.67 | $61K |
| Exercise | Common Stock | 1,196 | $0.00 | -- |
| Tax Withholding | Common Stock | 608 | $80.67 | $49K |
| Grant/Award | Employee Stock Option (right to buy) | 1,666 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 1,666 | $0.00 | -- |
Footnotes (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. Each RSU represents a contingent right to receive one share of common stock of the Issuer. 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. 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. 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. 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.
FAQ
What insider activity did SPRB's CEO report in this Form 4?
The chief executive officer of Spruce Biosciences, Inc. (SPRB) reported RSU vesting and an employee stock option repricing. RSUs vested into common stock with shares withheld for taxes, and existing stock options were exchanged for new options with a lower exercise price as part of a one-time repricing.
What are the key terms of the option repricing reported by SPRB's CEO?
Effective December 11, 2025, 1,666 employee stock options with an exercise price of $344.25 per share were replaced by 1,666 options with a new exercise price of $104.13 per share. The new price equals the 30‑day trailing volume‑weighted average price on the Nasdaq Capital Market as of the repricing date.
Does the option repricing for SPRB affect vesting or expiration terms?
The repricing changed only the exercise price. Vesting schedules, expiration dates, and the number of shares underlying the repriced options remained the same. Other terms of the options were not modified according to the disclosure.
Are there conditions on exercising the repriced SPRB stock options?
Yes. If an optionholder exercises a repriced option before the end of a one‑year retention period (which may be shorter in certain circumstances), the holder must pay the original, higher exercise price per share instead of the reduced $104.13 price.
How do the RSU awards for the SPRB CEO vest over time?
A 2022 grant of 5,920 RSUs vests over four years, with 25% vesting on December 15, 2023 and 25% on each anniversary thereafter, subject to continuous service. A 2023 grant of 9,658 RSUs includes performance‑based and time‑based portions, with specified percentages vesting upon performance goal achievement and on annual dates, also subject to continuous service.