[Form 4] RIGEL PHARMACEUTICALS INC Insider Trading Activity

Rhea-AI Filing Summary

Raymond J. Furey, EVP, GC, CCO & Corporate Secretary of Rigel Pharmaceuticals, Inc. (RIGL), reported the vesting of a performance-based employee stock option covering 7,394 shares. The option was granted with an exercise price of $22.49 (the closing Nasdaq price on the grant date, 01/29/2025) and became fully vested on 09/15/2025 when the performance metric was determined to have been met. The Form 4 was filed on 09/17/2025.

This disclosure shows an insider equity award that converted from conditional to exercisable status, creating the right to acquire 7,394 common shares at $22.49 per share and increasing the reporting person’s beneficially owned options to 7,394 shares.

Positive

• Performance-based vesting ties the officer's equity compensation to achievement of company objectives
• Full vesting confirmed on 09/15/2025, creating clear entitlement to 7,394 option shares
• Exercise price disclosed as $22.49, equal to the closing price on the grant date (01/29/2025)

Negative

• Potential dilution from exercise of 7,394 shares if options are exercised

Insights

Financial Analyst

TL;DR: Insider option vested after performance metric satisfied; modest potential dilution and alignment with shareholders.

The filing documents that an executive-level officer received a performance-based option for 7,394 shares with a $22.49 exercise price that vested on 09/15/2025 once the performance condition was met. From an investor perspective this is a routine SEC Section 16 disclosure showing compensation tied to performance rather than time-based vesting, which can be viewed positively for alignment. The size of the grant is small in absolute terms and unlikely to materially affect shares outstanding, so impact on valuation is limited.

Corporate Governance Expert

TL;DR: Performance-based vesting indicates governance focus on outcomes; disclosure is standard and timely.

The Form 4 clarifies why the grant became reportable only after the performance metric was satisfied, which is consistent with Section 16 reporting rules. Granting options with performance conditions can strengthen pay-for-performance alignment. The filing is properly signed and dated and provides exercise price, grant date, vesting determination date, and number of shares—meeting disclosure expectations for insider transactions.

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^*

Furey Raymond J.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC, CCO & Corp Sec

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		7,394(1)		(2)	01/29/2035	Common Stock	7,394(1)	$0	7,394	D

Explanation of Responses:

1. The Reporting Person was granted a stock option with a performance-based condition with respect to 7,394 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	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 reports that Raymond J. Furey had a performance-based stock option for 7,394 shares fully vest on 09/15/2025, with an exercise price of $22.49.

When was the option originally granted and what was the exercise price?

The option was granted on 01/29/2025 and the exercise price equals the closing Nasdaq price that day, $22.49 per share.

Why was this grant reportable on 09/15/2025?

The grant contained a performance-based vesting condition that was not reportable under Section 16 until the performance metric was satisfied on 09/15/2025.

How many shares will the reporting person be able to acquire?

The reporting person has the right to acquire 7,394 shares upon exercise of the vested option.

Who is the reporting person and what is their role at RIGL?

The reporting person is Raymond J. Furey, EVP, General Counsel, Chief Compliance Officer and Corporate Secretary of Rigel Pharmaceuticals, Inc.