[Form 4] RIGEL PHARMACEUTICALS INC Insider Trading Activity

Rhea-AI Filing Summary

David A. Santos, EVP and Chief Commercial Officer of Rigel Pharmaceuticals (RIGL) reported that a performance-based employee stock option covering 7,394 shares of common stock vested on September 15, 2025 after the required performance metric was determined to have been met. The option was originally granted on January 29, 2025 with an exercise price of $22.49 (the closing Nasdaq price on the grant date). The filing shows the option relates to 7,394 underlying shares and lists an expiration date of January 29, 2035. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, Raymond Furey, on September 17, 2025.

Positive

• Performance metric satisfied resulting in vesting of the award on September 15, 2025
• Grant exercise price of $22.49 equals the closing Nasdaq price at grant, indicating no below-market strike on the grant date

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive option vesting; modest share count and a market-price exercise suggest limited immediate dilution or cash impact.

The filing documents the vesting of a performance-conditioned option for 7,394 shares at a $22.49 exercise price. This is a standard compensation event converting a conditional award to an exercisable option. The absolute size of the award is small relative to typical public-company share counts, so the direct dilution and potential cash proceeds on exercise are likely immaterial to company capitalization. The exercise price equals the closing price on the grant date, indicating the award was not backdated to provide a lower strike.

Corporate Governance Expert

TL;DR: The report documents fulfillment of a pre-set performance metric and ordinary executive compensation mechanics.

The disclosure confirms the company applied a performance condition before reporting, consistent with Section 16 reporting rules for performance-based grants. Vesting was recognized when the metric was satisfied on September 15, 2025, and was reported promptly. The use of an attorney-in-fact signature is standard practice. There are no governance red flags or unexpected changes in officer holdings disclosed in this Form 4.

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

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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^*

Santos David A

(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 Commercial 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.
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FAQ

What did the Form 4 filed for RIGL report?

The Form 4 reports vesting of a performance-based employee stock option for 7,394 shares held by David A. Santos.

When did the performance condition trigger vesting for the option?

The performance metric was determined met and the option fully vested on September 15, 2025.

What is the exercise price and expiration date of the reported option?

The option has an exercise price of $22.49 and an expiration date shown as January 29, 2035.

Who signed the Form 4 and when was it signed?

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

What position does the reporting person hold at Rigel Pharmaceuticals?

The reporting person, David A. Santos, is listed as EVP, Chief Commercial Officer and an officer of the issuer.