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

Rhea-AI Filing Summary

Camilla V. Simpson, a director of GRI Bio, acquired a stock option covering 5,994 shares of the issuer's common stock with an exercise price of $1.41. The option grant is exercisable beginning 08/26/2025 and expires 08/26/2035. Of the 5,994 underlying shares, 4,044 vested immediately and 1,950 vest in four substantially equal quarterly installments so the option is fully vested on the first anniversary of the grant. Following the reported transaction, Ms. Simpson beneficially owns 5,994 shares and holds them in a direct ownership form. The Form 4 was submitted by one reporting person and signed by an attorney-in-fact.

Insights

Financial Analyst

TL;DR: Director grant is a routine equity compensation event with limited immediate dilution and long-dated exercise window.

The grant of 5,994 option shares at $1.41 with a 10-year term is consistent with standard director compensation packages for early-stage public companies. Immediate vesting of 4,044 shares aligns management incentives now, while the remaining 1,950 shares vest over the first year to retain service. The total option size appears modest versus typical outstanding share counts for larger issuers; without total share count it's not possible to quantify dilution. No cash proceeds or secondary sale is reported, so near-term cash impact is solely potential upon exercise.

Corporate Governance Expert

TL;DR: Grant shows standard retention and alignment practice for a director, with staggered vesting to support continued service.

Vesting structure—majority vested immediately with the remainder in quarterly installments—balances immediate alignment and future service requirements. The direct beneficial ownership of 5,994 shares increases the director's stake modestly. The Form 4 indicates disclosure compliance; the submission by an attorney-in-fact is a routine administrative step. Absent information on company equity pool or other recent grants, material governance implications are limited.

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^*

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)
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 transaction did Camilla V. Simpson report on Form 4 for GRI (GRI)?

The report discloses a stock option grant to purchase 5,994 shares of GRI common stock at an exercise price of $1.41.

How many shares vested immediately and what is the vesting schedule?

A total of 4,044 option shares vested in full on the grant date; the remaining 1,950 vest in four substantially equal quarterly installments, fully vesting one year after grant.

When can the options be exercised and when do they expire?

The options are exercisable beginning 08/26/2025 and expire on 08/26/2035.

How many shares does Ms. Simpson beneficially own after the transaction and in what form?

Following the reported transaction she beneficially owns 5,994 shares in a direct ownership form.

Was the Form 4 filed by multiple reporting persons?

No. The filing indicates it was submitted by one reporting person.