Rigel CFOs Performance-Based Option Vesting Confirms 7,394-Share Ownership

Rhea-AI Filing Summary

Dean L. Schorno, EVP & Chief Financial Officer of Rigel Pharmaceuticals, was granted a performance-based employee stock option covering 7,394 shares of common stock with an exercise price of $22.49 January 29, 2025 with an expiration date of January 29, 2035. Because the grant was subject to a performance-based vesting condition, it became reportable only after the company determined the performance metric was satisfied on September 15, 2025, at which point the option fully vested. Following the determination, the reporting shows 7,394 shares underlying the option beneficially owned, held directly. The Form 4 was signed by an attorney-in-fact and filed on September 17, 2025.

Positive

• Performance-based vesting was achieved, showing executive compensation tied to measurable goals
• Exercise price set at closing market price on the grant date ($22.49), indicating grant pricing aligned with shareholder value at grant
• Full vesting confirmed for 7,394 shares, clarifying the executive's current beneficial ownership position

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine, performance-vested option for the CFO became exercisable, reflecting compensation tied to company performance rather than immediate insider buying or selling.

This Form 4 reports the vesting of a performance-based stock option covering 7,394 shares at an exercise price of $22.49 granted on January 29, 2025, expiring January 29, 2035. The vesting occurred when a specified performance metric was met on September 15, 2025. The filing does not show an exercise, sale, or cash proceeds; it records a change in beneficial ownership due to vesting. For investors, this is a compensation-related event that signals alignment of executive pay with stated performance criteria but does not by itself alter the companys reported cash position or indicate immediate insider liquidity.

Corporate Governance Expert

TL;DR: The disclosure documents a standard performance-vesting event for a senior executive, consistent with governance practices tying pay to metrics.

The document indicates Rigel used performance-based equity to incentivize its CFO, with the grant priced at the closing market price on the grant date. Vesting was contingent on a measurable performance condition and was formally recognized when that condition was certified on September 15, 2025. The Form 4 was timely filed and signed via attorney-in-fact. The filing contains no indication of policy breaches, related-party transactions beyond the executive grant, or other governance concerns disclosed in this form.

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^*

Schorno Dean L

(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 & Chief Financial Officer

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 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Rigel Pharmaceuticals insider Dean Schorno report on Form 4 (RIGL)?

The Form 4 reports the vesting of a performance-based employee stock option for 7,394 shares with an exercise price of $22.49 that vested on September 15, 2025.

When was the stock option originally granted and when does it expire?

The option was granted on January 29, 2025 and has an expiration date of January 29, 2035.

What triggered the Form 4 filing for the RIGL insider transaction?

The grant was performance-based and became reportable when the company determined the performance metric was met on September 15, 2025, causing the option to fully vest.

How many shares does Dean Schorno beneficially own following the reported transaction?

Following the reported transaction, the Form 4 shows beneficial ownership of 7,394 shares underlying the vested option, held directly.

Was the Form 4 signed and when was it filed?

The Form 4 was signed by an attorney-in-fact, Raymond Furey, and dated September 17, 2025.