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

Rhea-AI Filing Summary

GRI Bio, Inc. director David Charles Baker received a stock option grant on 08/26/2025 allowing purchase of 5,994 shares of common stock at an exercise price of $1.41 per share. Of the total, 4,044 options vested immediately on the grant date; the remaining 1,950 options vest in four substantially equal quarterly installments and will be fully vested on the one-year anniversary of the grant. The options expire on 08/26/2035. Following the grant, Mr. Baker directly beneficially owns 5,994 underlying shares from the option award.

Positive

• Immediate alignment: 4,044 options vested in full on the grant date, creating immediate officer alignment with shareholders
• Clear vesting schedule: Remaining 1,950 options vest in four substantially equal quarterly installments, completing within one year
• Long option term: Expiration in 2035 provides extended upside potential for the awardee

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine director stock option grant: immediate partial vesting plus short-term continued vesting, long-dated expiry may align incentives.

The grant awards 5,994 options at a $1.41 strike with immediate vesting of 4,044 and the remainder vesting over four quarters, completing on the first anniversary. The option term extends to 2035, providing long-dated upside but with most economic exposure concentrated after near-term vesting. This is a standard equity-based compensation event for a director and does not, by itself, alter outstanding capital structure or report other transactions.

Corporate Governance Expert

TL;DR: Compensation-related disclosure shows a director-focused equity award with phased vesting; it is a governance routine rather than a material corporate change.

The filing documents the relationship (reporting person is a director) and the specific vesting schedule: significant immediate vesting signals retention or alignment intent, while quarterly vesting of the remainder encourages continued service through the first year. No transfers, sales, or exercises are reported. This is a standard, non-transactional disclosure under Section 16 reporting rules.

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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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)
08/26/2025

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)	$1.41	08/26/2025		A		5,994		(1)	08/26/2035	Common Stock	5,994	$0	5,994	D

Explanation of Responses:

1. Options to purchase 4,044 shares vested in full upon the date of grant and options to purchase 1,950 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	08/26/2025
	** 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 (GRI) disclose in this Form 4 filing?

Answer: The filing reports a stock option grant to director David Charles Baker for 5,994 shares at a $1.41 exercise price on 08/26/2025.

How many options vested immediately for David Charles Baker?

Answer: 4,044 options vested in full on the grant date.

What is the vesting schedule for the remaining options?

Answer: 1,950 options vest in four substantially equal quarterly installments and are fully vested on the first anniversary of the grant.

When do the options expire and what is the exercise price?

Answer: Options expire on 08/26/2035 and have an exercise price of $1.41 per share.

Does the Form 4 show any sales or dispositions by the reporting person?

Answer: No. The Form 4 reports only an option grant (acquisition), with no dispositions or sales noted.