GRI Form 4 — Director David Baker Receives 4,527-Share Option

Rhea-AI Filing Summary

GRI Bio, Inc. director David Charles Baker was granted a stock option on 08/13/2025 to buy 4,527 shares of common stock at an exercise price of $1.30 per share. The option is exercisable with a vesting schedule of four equal quarterly installments and becomes fully vested on the first anniversary of the grant. The option expires on 08/13/2035. Following the grant, Mr. Baker beneficially owns 4,527 derivative shares on a direct basis. The Form 4 was signed by an attorney-in-fact, Leanne Kelly, on 08/14/2025.

Positive

• Director equity alignment: Grant ties the reporting director's interests to long-term shareholder value through a ten-year option with time-based vesting.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A typical director equity grant that aligns interests without indicating material dilution or extraordinary compensation.

The filing shows a single stock option award to a director with a standard ten-year term and a one-year cliff vesting completed via four quarterly installments. For governance review, the grant appears routine: it ties director incentives to long-term share performance and uses a common exercise price and expiration timeline. The filing does not disclose aggregate director compensation, plan authorization, or board approvals, so assessment is limited to the grant details provided.

Securities Analyst

TL;DR: Small, single-option grant; limited immediate impact on cap table or financials based on disclosed information.

The option covers 4,527 shares at $1.30 and vests over one year, expiring in 2035. This represents a modest potential dilution relative to a typical public company equity base; however, the Form 4 does not state total outstanding shares or plan reserve figures, so the materiality of dilution cannot be determined from this filing alone. No cash proceeds or exercises are reported 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^*

Baker David Charles

(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)
08/13/2025

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)	$1.3	08/13/2025		A		4,527		(1)	08/13/2035	Common Stock	4,527	$0	4,527	D

Explanation of Responses:

1. The stock option vests in 4 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	08/14/2025
	** 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 David Charles Baker report on Form 4 for GRI Bio (GRI)?

He was granted a stock option on 08/13/2025 to purchase 4,527 shares at an exercise price of $1.30 per share.

When does the option granted to the GRI Bio director vest and expire?

Vesting: four equal quarterly installments, fully vested on the first anniversary of the grant. Expiration: 08/13/2035.

How many shares does Mr. Baker beneficially own after the reported transaction?

4,527 derivative shares beneficially owned, reported as direct ownership.

Was the Form 4 signature filed by the reporting person?

No; the form was signed by an attorney-in-fact, Leanne Kelly, on 08/14/2025.

Does the Form 4 disclose cash proceeds or exercises related to this option?

No; the filing reports an option grant (acquisition) and does not disclose any cash proceeds or option exercises.