[Form 4] GRI Bio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

David Leslie Szekeres, a director of GRI Bio, Inc. (GRI), reported receipt of a stock option award covering 10,276 shares with an exercise price of $1.41 per share. The option was granted on 08/26/2025, has an expiration date in 2035, and 6,933 of the option shares vested immediately while the remaining 3,343 shares vest in four substantially equal quarterly installments, fully vesting on the first anniversary of the grant. Following the grant, the reporting person beneficially owns 10,276 option shares on a direct basis.

Positive

• Alignment with shareholders: Award gives the director direct equity exposure, aligning interests with long-term shareholder value creation.
• Retention design: Vesting schedule (majority vested + quarterly vesting of remainder) encourages continued service and oversight.

Negative

• Dilution risk: Issuance of 10,276 options will dilute existing shareholders when exercised (magnitude unknown without total share count).
• Concentration of immediate vesting: A majority (6,933) vested immediately, which reduces retention leverage compared with fully time‑based vesting.

Insights

Corporate Governance Expert

TL;DR: Director received equity-based compensation with staged vesting to align long-term incentives.

The award is a typical board-level equity grant designed to align the director's interests with shareholders over time. Immediate vesting of a majority of the option (6,933 shares) plus quarterly vesting of the remainder provides both immediate stake and retention incentives. The exercise price of $1.41 establishes the price hurdle for value creation. From a governance perspective, this is a routine compensation mechanism rather than an extraordinary governance event.

Compensation Analyst

TL;DR: Option grant size is modest and structured to retain the director through quarterly vesting over one year.

Structurally, 10,276 options with a ten-year life and partial immediate vesting indicates a balance between rewarding service and ensuring continued involvement. The four-quarter vesting schedule for 3,343 shares is a short-term retention feature. Impact on share count and dilution appears limited given the award size disclosed, but absolute materiality cannot be assessed without total outstanding shares.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Szekeres David Leslie

(Last) (First) (Middle)

C/O GRI BIO, INC.

2223 AVENIDA DE LA PLAYA, SUITE 208

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRI Bio, Inc. [ GRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy)	$1.41	08/26/2025		A		10,276		(1)	08/26/2035	Common Stock	10,276	$0	10,276	D

Explanation of Responses:

1. Options to purchase 6,933 shares vested in full upon the date of grant and options to purchase 3,343 shares will vest in four substantially equal quarterly installments such that the stock option is fully vested on the first anniversary of the date of grant.

Remarks:

	/s/ Leanne Kelly, Attorney-in-Fact	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 4 for GRI and what was reported?

David Leslie Szekeres, a director, reported receipt of a stock option award for 10,276 shares with an $1.41 exercise price.

What are the vesting terms of the option grant reported on the Form 4 for GRI?

6,933 shares vested immediately; the remaining 3,343 shares vest in four substantially equal quarterly installments, fully vesting on the first anniversary of grant.

What is the expiration and exercise price of the reported options for GRI (GRI)?

The options carry an exercise price of $1.41 and an expiration in 2035.

How many option shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owns 10,276 option shares on a direct basis.

Does the Form 4 indicate whether the filing was joint or by a single reporting person?

The Form 4 indicates it was filed by one reporting person.