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

Rhea-AI Filing Summary

GRI Bio, Inc. (GRI) reported an insider derivative transaction by Chief Financial Officer Leanne Kelly. The filing shows an award of a stock option covering 43,222 shares with an exercise price of $1.93. The option is exercisable immediately and expires in 2035. Of the options, 29,923 vested in full at grant and 13,299 will vest in 12 substantially equal quarterly installments, fully vesting on the third anniversary. The reporting person holds these options directly following the transaction.

Positive

• Large option grant aligns executive compensation with future stock performance
• Majority vested immediately provides clear retention and reward signal to executive
• Remaining options vest over three years, creating a retention incentive

Negative

• Potential dilution of 43,222 shares if options are exercised
• Significant portion vested at grant may raise governance questions about long-term performance alignment
• No performance conditions disclosed in the filing to tie vesting to company milestones

Insights

Financial Analyst

TL;DR: CFO received a sizeable stock option grant, largely vested immediately, creating potential alignment with shareholder value.

The grant of 43,222 options at a $1.93 strike provides the CFO with meaningful upside linked to share-price performance. Immediate vesting of 29,923 options accelerates potential realization of value for the executive, while the remaining 13,299 vest over three years, preserving a retention element. The exercise price and long expiration extend the window for value creation but also imply future dilution equal to the share count if exercised.

Corporate Governance Expert

TL;DR: The award structure mixes immediate reward with multi-year vesting, balancing incentive and retention but raising short-term governance questions.

From a governance standpoint, granting a majority of options vested at grant accelerates executive reward and may prompt scrutiny on timing and performance conditions. The remaining tranche vests quarterly over three years, which supports retention. The filing states direct beneficial ownership of 43,222 options by the CFO, a clear disclosure of insider holdings. No performance-based conditions are disclosed in the 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

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^*

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)
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	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 GRI CFO Leanne Kelly receive according to the Form 4?

The Form 4 shows a grant of a stock option to purchase 43,222 shares with an exercise price of $1.93.

When are the options exercisable and when do they expire?

The options are reported as exercisable on the transaction date and have an expiration date in 2035.

How many of the options vested immediately for Leanne Kelly?

29,923 options vested in full upon grant according to the explanation in the filing.

How do the remaining options vest?

13,299 options vest in 12 substantially equal quarterly installments, fully vesting on the third anniversary of the grant date.

Does the Form 4 disclose the ownership form for these options?

Yes, the filing indicates the reporting person holds the options in a direct ownership form following the transaction.