[Form 4] RIGEL PHARMACEUTICALS INC Insider Trading Activity

Rhea-AI Filing Summary

Raul R. Rodriguez, CEO and Director of Rigel Pharmaceuticals, Inc. (RIGL), reported vesting of a performance-based stock option covering 31,700 shares. The option was granted on January 29, 2025 with an exercise price of $22.49, equal to the closing Nasdaq price on the grant date. Because vesting was conditioned on a performance metric, the grant became reportable only after the metric was satisfied.

The performance condition was determined met and the option fully vested on September 15, 2025. Following the vesting event, Rodriguez directly holds the option to acquire 31,700 shares exercisable through January 29, 2035. The Form 4 was filed by one reporting person and signed via attorney-in-fact on September 17, 2025.

Positive

• Full disclosure of performance-based vesting and timing clarifies why the grant became reportable only after the metric was met
• Specific grant details provided: 31,700 options, $22.49 exercise price, grant date January 29, 2025, exercisable through January 29, 2035

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider vesting; a performance metric triggered full vesting of 31,700 options at $22.49 exercise price.

The Form 4 documents a standard, performance-conditioned equity award becoming vested once the specified metric was satisfied. The disclosure clarifies timing and amount: 31,700 options vested on September 15, 2025, exercisable until January 29, 2035, with an exercise price set at the grant closing price of $22.49. This is a governance and compensation event that can modestly increase potential dilution if exercised, but contains no transaction proceeds or sales by the reporting person.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements after a performance condition was satisfied; disclosure timing is appropriate.

The filing explains why the grant was not reportable at grant—because vesting depended on a performance metric—and confirms the metric was met on September 15, 2025, triggering full vesting. It identifies the reporting person as CEO, President and Director, and shows direct beneficial ownership of the vested options. No sales or exercises were reported, and the filing was executed via attorney-in-fact on September 17, 2025, meeting procedural requirements.

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).

1. Name and Address of Reporting Person^*

RODRIGUEZ RAUL R

(Last) (First) (Middle)

RIGEL PHARMACEUTICALS, INC.

611 GATEWAY BLVD, SUITE 900

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RIGEL PHARMACEUTICALS INC [ RIGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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
Employee Stock Option (right to buy)	$22.49(1)	09/15/2025		A		31,700(1)		(2)	01/29/2035	Common Stock	31,700(1)	$0	31,700	D

Explanation of Responses:

1. The Reporting Person was granted a stock option with a performance-based condition with respect to 31,700 shares of the Issuer's common stock on January 29, 2025. The exercise price of this option is $22.49, which is the closing price of the Issuer's common stock on Nasdaq on the date of grant. In light of the performance-based vesting condition, this grant was not reportable under Section 16 until the performance metric was satisfied. On September 15, 2025, it was determined that the performance metric had been met.

2. The option was fully vested on September 15, 2025, the date the determination was made that the performance metric had been met.

	/s/ Raymond Furey (Attorney-in-Fact)	09/17/2025
	** 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).
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FAQ

What did the Form 4 filed for RIGL disclose?

The Form 4 disclosed that Raul R. Rodriguez had 31,700 performance-based stock options fully vested on September 15, 2025.

What is the exercise price and expiration of the vested options for RIGL insider Raul Rodriguez?

The exercise price is $22.49 per share and the options are exercisable until January 29, 2035.

Why was this stock option grant reported on September 17, 2025 for RIGL?

The grant was performance-conditioned and became reportable only after the performance metric was determined met on September 15, 2025; the Form 4 was filed and signed via attorney-in-fact on September 17, 2025.

Did Raul Rodriguez sell or exercise any shares according to the Form 4?

No sales or exercises were reported; the Form 4 records the acquisition/vesting of options but shows no proceeds or dispositions.

What positions does the reporting person hold at Rigel Pharmaceuticals (RIGL)?

Raul R. Rodriguez is reported as CEO, President and a Director of Rigel Pharmaceuticals, Inc.