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

Rhea-AI Filing Summary

GRI Bio, Inc. reporting person David Leslie Szekeres received a stock option award totaling 39,897 shares exercisable at $1.93. The options were granted and reported with a transaction date of 09/18/2025, become exercisable immediately for 29,293 shares and for the remaining 9,974 shares vest in four substantially equal quarterly installments, with the option fully vested on the first anniversary of grant. The options expire on 09/18/2035 and are reported as direct beneficial ownership, leaving 39,897 shares underlying the option beneficially owned after the transaction.

Positive

• Grant fully documented: Options to purchase 39,897 shares at an exercise price of $1.93 were granted and reported.
• Majority vested immediately: 29,293 options vested in full on the grant date, providing immediate alignment with shareholders.
• Clear vesting schedule: Remaining 9,974 options vest in four substantially equal quarterly installments and fully vest on the first anniversary.

Negative

• None.

Insights

Compensation Analyst

TL;DR: Director received a time‑based option package of 39,897 shares at $1.93, mostly vested immediately with a one‑year full vesting schedule.

This award appears structured as standard director/executive equity compensation: a majority of shares vested at grant improving immediate alignment with shareholders while a portion remains time‑based to encourage continued service through the first anniversary. The $1.93 exercise price and ten‑year term are explicit; no cash consideration or unusual vesting triggers are disclosed. As reported, the options are held directly.

Corporate Governance Expert

TL;DR: Routine director option grant disclosed; materiality to investors is limited absent larger context.

The Form 4 documents an insider grant to a director with clear vesting cadence and expiration. The filing does not disclose changed control provisions, repricing, or additional consideration. On its face, this is a routine compensation disclosure that increases reported insider holdings by 39,897 underlying shares and clarifies vesting timing.

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
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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)
09/18/2025

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)	$1.93	09/18/2025		A		39,897		(1)	09/18/2035	Common Stock	39,897	$0	39,897	D

Explanation of Responses:

1. Options to purchase 29,293 shares vested in full upon the date of grant and options to purchase 9,974 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	09/22/2025
	** 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

What did the Form 4 for GRI (GRI Bio, Inc.) report on 09/18/2025?

The Form 4 reports that director David Leslie Szekeres was granted options to buy 39,897 shares with an exercise price of $1.93 on 09/18/2025.

How many options vested immediately and how many vest later?

29,293 options vested immediately; 9,974 vest in four substantially equal quarterly installments, fully vesting one year after grant.

What is the exercisability and expiration of the options?

Options were reported exercisable starting 09/18/2025 and expire on 09/18/2035, subject to vesting terms.

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

The Form 4 reports beneficial ownership of 39,897 shares underlying the option following the reported transaction.

Is the ownership direct or indirect according to the filing?

The filing indicates the ownership form is Direct (D).