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

Rhea-AI Filing Summary

GRI Bio, Inc. reported a Form 4 showing that Chief Financial Officer Leanne Kelly was granted a stock option on 08/26/2025 to purchase 11,854 shares of common stock at an exercise price of $1.41 per share. The option becomes exercisable immediately for 7,424 shares while the remaining 4,430 shares vest in 12 substantially equal quarterly installments, fully vesting on the third anniversary of the grant. The option expires on 08/26/2035. Following the transaction, Ms. Kelly beneficially owns 11,854 options directly.

Insights

Securities Analyst

TL;DR: CFO received a routine option grant of 11,854 shares with partial immediate vesting, aligning management incentives without immediate cash outlay.

The grant to the CFO includes 7,424 immediately exercisable options and 4,430 that vest quarterly over three years, at an exercise price of $1.41

Corporate Governance Expert

TL;DR: The option award structure mixes retention and reward features; documentation appears standard and properly disclosed on Form 4.

The disclosure indicates direct beneficial ownership of 11,854 options by the reporting person and describes the vesting schedule clearly. The use of a multi-year vesting schedule combined with an immediately vested tranche is commonly used to balance retention and immediate compensation. The Form 4 is signed and dated 08/26/2025, and no other contract or 10b5-1 plan indicators are provided in this filing.

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

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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^*

Kelly Leanne

(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)

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

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		11,854		(1)	08/26/2035	Common Stock	11,854	$0	11,854	D

Explanation of Responses:

1. Options to purchase 7,424 shares vested in full upon the date of grant and options to purchase 4,430 shares will vest in 12 substantially equal quarterly installments such that the stock option is fully vested on the third anniversary of the date of grant.

Remarks:

	/s/ Leanne Kelly	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.