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

Rhea-AI Filing Summary

GRI Bio insider option grant: Director Camilla V. Simpson was granted a stock option on 09/18/2025 to buy 23,605 shares of GRI Bio common stock at a $1.93 exercise price. Of the option, 17,621 shares vested immediately on the grant date and 5,984 shares will vest in four substantially equal quarterly installments, fully vesting on the first anniversary of the grant. The option expires on 09/18/2035. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on 09/22/2025.

Positive

• Insider alignment: Director received an option covering 23,605 shares, with 17,621 shares vested immediately, which aligns management and director incentives with shareholders.
• Clear disclosure: Form 4 discloses transaction date (09/18/2025), exercise price ($1.93), and expiration (09/18/2035), providing transparency to investors.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a ten-year option with partial immediate vesting, aligning incentives with long-term shareholder value.

This grant provides immediate alignment through 17,621 vested shares while retaining performance/retention incentives via 5,984 shares that vest over the following year. The ten-year term is typical for option awards and the $1.93 exercise price is explicitly stated. From a governance perspective, the filing is routine: the transaction was disclosed on Form 4 and executed through standard documentation signed by an attorney-in-fact.

Securities Analyst

TL;DR: Option award increases potential dilution modestly; disclosure is clear and timely.

The report shows acquisition of a derivative instrument covering 23,605 underlying shares with an exercise price of $1.93 and an expiration in ten years. Immediate vesting of 17,621 shares accelerates potential insider-selling ability relative to fully time‑vested grants. The remaining 5,984 shares vest quarterly over one year, specifying the vesting schedule. The Form 4 filing date of 09/22/2025 follows the transaction date of 09/18/2025, consistent with reporting requirements.

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^*

SIMPSON CAMILLA V

(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		23,605		(1)	09/18/2035	Common Stock	23,605	$0	23,605	D

Explanation of Responses:

1. Options to purchase 17,621 shares vested in full upon the date of grant and options to purchase 5,984 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 GRI Bio director Camilla Simpson acquire on 09/18/2025?

Camilla V. Simpson was granted a stock option to purchase 23,605 shares of GRI Bio common stock with an exercise price of $1.93.

How many shares vested immediately from the GRI Form 4 option grant?

17,621 shares vested in full on the date of grant.

What is the vesting schedule for the remaining shares in the option?

The remaining 5,984 shares vest in four substantially equal quarterly installments and the option is fully vested on the first anniversary of the grant.

When does the option expire according to the Form 4?

The option expires on 09/18/2035.

When was the Form 4 filed and who signed it?

The Form 4 reflects the transaction date 09/18/2025 and was signed by an attorney-in-fact, Leanne Kelly, on 09/22/2025.