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

Rhea-AI Filing Summary

GRI Bio, Inc. (GRI) director David Charles Baker was granted a stock option on 09/18/2025 to buy 23,605 shares of common stock at a $1.93 exercise price. The option becomes exercisable on 09/18/2025 and expires on 09/18/2035. Of the total, 17,621 options vested immediately on the grant date and 5,984 options will vest in four substantially equal quarterly installments, fully vesting on the first anniversary of the grant. The Form 4 was filed by a single reporting person and signed via attorney-in-fact on 09/22/2025.

Positive

• Grant of 23,605 stock options provides alignment between the director and shareholders
• 17,621 options vested immediately, delivering immediate equity alignment
• Clear exercise price of $1.93 and defined exercisable/expiration dates (09/18/2025–09/18/2035)

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine option grant to a director increases insider alignment without immediate cash flow impact.

The grant of 23,605 options at a $1.93 strike price, with 17,621 vested immediately and the remainder vesting over four quarters, is consistent with compensation intended to align management and board incentives with shareholder value. The ten-year term (expiring 09/18/2035) provides a long runway for potential value realization. This disclosure does not include any cash proceeds or sales and appears to be a standard equity-compensation event rather than a triggering material corporate change.

Corporate Governance Expert

TL;DR: Option structure shows mix of immediate and time-based vesting, aligning director incentives while retaining retention features.

The combination of immediate vesting for 17,621 options and time-based vesting for 5,984 options suggests a hybrid approach balancing reward and retention. Filing as a single reporting person and use of an attorney-in-fact signature are routine. The Form 4 provides clear vesting mechanics and exercise terms but does not disclose whether this grant follows an approved plan amendment or the board’s compensation policy details.

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^*

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)
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 director David Charles Baker receive on 09/18/2025?

He received a stock option grant to purchase 23,605 shares at an exercise price of $1.93 per share.

How many of the GRI options vested immediately for David Charles Baker?

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

When do the remaining GRI options vest and when do they expire?

The remaining 5,984 options vest in four substantially equal quarterly installments, fully vesting on the first anniversary of the grant; the options expire on 09/18/2035.

What is the exercise price and exercisable date for the GRI option?

The exercise price is $1.93; the option is listed as exercisable beginning 09/18/2025.

When was the Form 4 for GRI filed and who signed it?

The Form 4 was filed with a signature by an attorney-in-fact (Leanne Kelly) dated 09/22/2025.