GRI Form 4: Director Roelof Rongen receives 5,994 stock options

Rhea-AI Filing Summary

Roelof Rongen, a director of GRI Bio, Inc. (GRI), was granted a stock option on 08/26/2025 covering 5,994 shares with an exercise price of $1.41. The option has an expiration date of 08/26/2035 and the form reports 5,994 shares beneficially owned by the reporting person following the transaction. Of the options granted, 4,044 vested in full on the grant date and 1,950 will vest in four substantially equal quarterly installments, completing vesting on the first anniversary of the grant. The Form 4 was signed by an attorney-in-fact, Leanne Kelly, on 08/26/2025.

Positive

• Director received equity-based compensation in the form of a stock option for 5,994 shares, aligning management and shareholder incentives
• Partial immediate vesting of 4,044 options increases near-term alignment and reflects commitment without immediate cash payout
• Long exercise window (expiration 08/26/2035) gives flexibility to the holder to exercise over time

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine option grant to a director, modest in absolute size, aligns incentives without immediate cash inflow.

The Form 4 discloses a director-level stock option award of 5,994 shares at $1.41 exercisable through 08/26/2035. Immediate vesting of 4,044 shares increases the director's near-term equity stake, while the remaining 1,950 shares vest over the next year, providing retention incentives. The grant does not report cash proceeds; it represents potential future dilution if exercised. For investors, this is a standard compensation event rather than an operational development.

Corporate Governance Expert

TL;DR: Standard director equity award with partial immediate vesting; consistent with typical governance practices for retention and alignment.

The disclosure shows customary terms: a ten-year term to 08/26/2035, an exercise price set at $1.41, and a staggered vesting schedule that front-loads a portion of the award. The signature by an attorney-in-fact is properly noted. There is no indication of related-party conflict or unusual acceleration provisions disclosed in this filing. This appears to be a routine governance action to align the director with shareholder interests.

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

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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^*

Rongen Roelof

(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 insider transaction did Roelof Rongen (GRI) report on Form 4?

The Form 4 reports a stock option grant of 5,994 shares with an exercise price of $1.41 dated 08/26/2025.

How many of the granted options vested immediately for Roelof Rongen?

4,044 options vested in full on the grant date; the remaining 1,950 options vest in four substantially equal quarterly installments over the following year.

What is the expiration date of the option grant disclosed in the Form 4?

The option grant has an expiration date of 08/26/2035.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 shows the reporting person beneficially owns 5,994 shares following the reported transaction.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Leanne Kelly, Attorney-in-Fact on 08/26/2025.