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

Rhea-AI Filing Summary

GRI Bio, Inc. (GRI) reporting a Section 16 Form 4 for Vipin Chaturvedi, Chief Scientific Officer, showing a stock option grant on 09/18/2025. The reported derivative is a stock option with an exercise price of $1.93 covering 43,222 shares of common stock. Of those options, 29,923 vested in full on the grant date and 13,299 will vest in 12 substantially equal quarterly installments, fully vesting on the third anniversary of the grant. The options are exercisable through 09/18/2035. The Form 4 lists 43,222 underlying shares beneficially owned following the transaction and indicates direct ownership. The filing is signed by Leanne Kelly, Attorney-in-Fact, dated 09/22/2025.

Positive

• Immediate vesting of 29,923 options aligns executive incentives with shareholder interests upon grant
• Clear vesting schedule for the remaining 13,299 options (12 quarterly installments, fully vested in three years)
• Full disclosure of exercise price ($1.93), option quantity (43,222), and expiration date (09/18/2035)

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine executive option grant with immediate partial vesting; limited direct ownership disclosure.

The Form 4 documents a standard equity compensation event: a stock option grant to the Chief Scientific Officer for 43,222 shares at a $1.93 exercise price, with 29,923 shares fully vested at grant and the remainder vesting quarterly over three years. The option term extends ten years to 09/18/2035 and is reported as direct ownership. This disclosure informs investors about insider alignment via equity incentives and updates outstanding insider-held options but contains no cash, revenue, or debt information.

Corporate Governance Expert

TL;DR: Compensation structure mixes immediate vesting and time-based vesting to retain key executive.

The grant structure—majority vested on grant with the balance vesting over 12 quarterly installments—combines immediate reward with continued service incentives. The filing clearly states exercisability and expiration dates and identifies the reporting person as the Chief Scientific Officer, meeting Section 16 reporting requirements. The Form 4 is administrative and does not disclose plan-level authorizations or aggregate insider holdings beyond this transaction.

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^*

Chaturvedi Vipin

(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 Scientific Officer

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		43,222		(1)	09/18/2035	Common Stock	43,222	$0	43,222	D

Explanation of Responses:

1. Options to purchase 29,923 shares vested in full upon the date of grant and options to purchase 13,299 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, 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 transaction did Vipin Chaturvedi report on Form 4 for GRI?

The Form 4 reports a stock option grant of 43,222 options with an exercise price of $1.93 dated 09/18/2025.

How many of the granted options vested immediately for GRI insider Vipin Chaturvedi?

29,923 of the options vested in full on the grant date; 13,299 vest quarterly over three years.

What is the expiration date and exercisability period for the options reported by GRI?

The options are exercisable and expire on 09/18/2035, as stated on the Form 4.

Does the Form 4 indicate whether the reported ownership is direct or indirect for Vipin Chaturvedi?

The filing indicates direct (D) ownership of the 43,222 underlying shares following the transaction.

Who signed the Form 4 for the GRI filing and when?

The Form 4 was signed by Leanne Kelly, Attorney-in-Fact on 09/22/2025.