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

Rhea-AI Filing Summary

GRI Bio, Inc. (GRI) reporting person Walter Marc Hertz, identified as Director and Chief Executive Officer, was granted a stock option award on 09/18/2025 covering 103,067 shares with an exercise price of $1.93 per share. The award is exercisable through 09/18/2035. Under the grant, 76,469 options vested in full on the grant date and the remaining 26,598 options vest in 12 substantially equal quarterly installments, completing on the third anniversary of the grant. The Form 4 was signed by an attorney-in-fact on 09/22/2025. The filing shows direct beneficial ownership of the options and does not include additional cash compensation or other transaction types.

Positive

• Immediate alignment: 76,469 options vested on grant date, giving immediate equity alignment with shareholders
• Retention design: 26,598 options vest quarterly over three years, encouraging continued service
• Long exercise window: Options exercisable through 09/18/2035, providing long-term incentive

Negative

• Potential dilution: Award covers 103,067 shares; filing does not disclose total outstanding shares to size dilution impact
• Limited disclosure: No grant-date fair value or program context provided, restricting assessment of cost to shareholders

Insights

Corporate Governance Expert

TL;DR: Routine executive option grant with partial immediate vesting and multi-year service-based vesting, common for CEO compensation.

The reported award grants 103,067 stock options to the CEO/director at an exercise price of $1.93, exercisable through 09/18/2035. Immediate vesting of 76,469 options aligns the executive with shareholder interests now, while the remaining 26,598 vest quarterly over three years to retain the executive. This structure balances retention and alignment without disclosing accelerated change-in-control provisions or performance conditions. The filing is a standard Section 16 disclosure and does not indicate sales, exercises, or other unusual transactions.

Executive Compensation Analyst

TL;DR: Grant design mixes immediate reward and continued service incentive; dilution impact depends on total outstanding shares.

The grant's exercise price of $1.93 and a 10-year term are typical for stock options. The immediate vesting of roughly 74% (76,469 of 103,067) provides near-term upside potential to the CEO, while the remaining ~26% vests over three years to encourage retention. The Form 4 does not disclose the grant's grant-date fair value, total outstanding share count, or whether this was part of a larger equity program, so assessment of dilution and overall cost to shareholders is limited by the filing's scope.

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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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^*

Hertz Walter Marc

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		103,067		(1)	09/18/2035	Common Stock	103,067	$0	103,067	D

Explanation of Responses:

1. Options to purchase 76,469 shares vested in full upon the date of grant and options to purchase 26,598 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 did GRI Bio (GRI) report in this Form 4?

The Form 4 reports a stock option grant to Walter Marc Hertz for 103,067 options at an exercise price of $1.93, dated 09/18/2025, with an expiration of 09/18/2035.

How many of the granted options vested immediately for GRI CEO Walter Marc Hertz?

76,469 options vested in full on the grant date.

What is the vesting schedule for the remaining GRI options?

The remaining 26,598 options vest in 12 substantially equal quarterly installments, fully vesting on the third anniversary of the grant.

Does the Form 4 show any option exercises or sales by Walter Marc Hertz?

No. The filing reports an option grant (A transaction code) and does not show any exercises or dispositions.

Who signed the Form 4 for GRI and when was it signed?

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