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

Rhea-AI Filing Summary

GRI Bio director Roelof Rongen reported a stock option grant that became partially vested on 09/18/2025. The filing shows options to purchase 23,605 shares of common stock at an exercise price of $1.93 per share, exercisable through 09/18/2035. Following the grant, Mr. Rongen beneficially owns 23,605 option shares directly. Of those options, 17,621 vested immediately on the grant date and 5,984 will vest in four substantially equal quarterly installments, with the option fully vested on the first anniversary of the grant date.

The Form 4 was filed as a single reporting person filing and bears a signature dated 09/22/2025 by an attorney-in-fact.

Positive

• Clear alignment with shareholders through a ten‑year option that vests largely immediately and remainder over one year
• Full disclosure of grant terms including exact strike ($1.93), number of options (23,605) and expiration (09/18/2035)

Negative

• No negative events explicitly disclosed in this Form 4 filing

Insights

Securities Analyst

TL;DR Director received time‑based options: mostly vested immediately, remainder vests quarterly, ten‑year term at $1.93 strike.

This grant increases aligned ownership through options exercisable until 2035. The immediate vesting of 17,621 options delivers present economic rights to purchase shares at the stated strike; the remaining 5,984 options subject to four quarterly vesting tranches establish continued alignment over the next year. The total option count and strike are disclosed; no cash payments, sales, or other derivative transactions are reported.

Corporate Governance Expert

TL;DR Typical director equity grant with mixed immediate and time‑based vesting; governance implications are routine.

The filing documents a standard option award and vesting schedule for a director. Immediate vesting of a majority portion suggests retention or initial grant treatment; quarterly vesting for the balance stages continued service incentives. All details are explicit: grant date, number of options, strike price, exercisability period, and vesting timetable. No departures, option exercises, or transfers are indicated.

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

He reported a grant of 23,605 stock options at a $1.93 exercise price, dated 09/18/2025, exercisable until 09/18/2035.

How many of the options vested immediately for Roelof Rongen?

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

What is the vesting schedule for the remaining options?

The remaining 5,984 options vest in four substantially equal quarterly installments and the award is fully vested on the first anniversary of the grant date.

How many option shares does Rongen beneficially own after the transaction?

He beneficially owns 23,605 option shares directly following the reported transaction.

Who filed and signed the Form 4 for Roelof Rongen?

The Form 4 was signed by an attorney-in-fact, Leanne Kelly, with a signature date of 09/22/2025.