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

Rhea-AI Filing Summary

Vipin Chaturvedi, Chief Scientific Officer of GRI Bio, Inc. (GRI), reported receipt of a stock option award dated 08/26/2025 covering 11,854 options to purchase common stock at an exercise price of $1.41 per share. Following the reported transaction, he beneficially owns 11,854 options directly. The grant vests in two parts: 7,424 options vested in full on the grant date, while 4,430 options will vest in 12 substantially equal quarterly installments and become fully vested on the third anniversary of the grant. The option expiration date is 08/26/2035. The filing was signed by an attorney-in-fact on behalf of the reporting person.

Insights

Securities Analyst

TL;DR: Routine executive equity grant with immediate partial vesting; modest absolute size and a long ten-year exercise window.

The Form 4 documents a standard option grant to a senior officer with 11,854 options at a $1.41 strike and a 10-year term. Immediate vesting of a majority of the award aligns current incentives, while the remaining portion vests over three years to retain the officer. The absolute size appears small relative to typical market-cap grants for large issuers, suggesting limited near-term dilution. No cash proceeds, sales, or dispositions are reported. This disclosure is routine and unlikely to be material to investors on its own.

Corporate Governance Expert

TL;DR: Compensation-focused disclosure showing mixed vesting to balance retention and immediate reward; governance impact is minimal.

The filing shows a common governance practice: split vesting that rewards performance/tenure while incentivizing continued service through multi-year vesting. The documentation is complete regarding exercise price, vesting schedule, exercisability and expiration. There are no related-party transactions beyond an officer grant disclosed, and no indications of accelerated vesting or unusual terms. From a governance perspective, the grant is routine and transparently reported.

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^*

Chaturvedi Vipin

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Scientific Officer

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		11,854		(1)	08/26/2035	Common Stock	11,854	$0	11,854	D

Explanation of Responses:

1. Options to purchase 7,424 shares vested in full upon the date of grant and options to purchase 4,430 shares will vest in 12 substantially equal quarterly installments such that the stock option is fully vested on the third 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 insider Vipin Chaturvedi receive on 08/26/2025?

He received a stock option award for 11,854 options with an exercise price of $1.41 per share.

How many of the options vested immediately for Vipin Chaturvedi?

7,424 options vested in full on the grant date.

What is the vesting schedule for the remaining options?

The remaining 4,430 options vest in 12 substantially equal quarterly installments, fully vesting on the third anniversary of the grant.

What is the expiration date of the stock options reported?

The options expire on 08/26/2035.

How many options does Vipin Chaturvedi beneficially own after the transaction?

He beneficially owns 11,854 options following the reported transaction.