Relay Therapeutics (NASDAQ: RLAY) holder plans sale of up to 6M shares

Rhea-AI Filing Summary

Relay Therapeutics, Inc. (symbol RLAY) received a Rule 144 notice relating to a proposed sale of its common stock by stockholder SVF Pauling (Cayman) Ltd. The notice covers up to 6,000,000 shares of common stock to be sold through Citigroup Global Markets Inc. on NASDAQ, with a stated aggregate market value of $123,420,000.00. Shares of Relay Therapeutics common stock outstanding were 219,141,631 as of the date referenced in the notice; this is a baseline figure, not the amount being offered. The securities to be sold were originally acquired upon the automatic conversion of Series C Convertible Preferred Stock in connection with Relay Therapeutics’ initial public offering, with the shares fully paid for in December 2018. The proposed sale date referenced is August 25, 2026.

Key Figures

Shares proposed to be sold: 6,000,000 shares of common stock Aggregate market value of shares to be sold: $123,420,000.00 Shares of common stock outstanding: 219,141,631 shares +3 more

6 metrics

Shares proposed to be sold 6,000,000 shares of common stock Maximum amount covered by the Rule 144 notice

Aggregate market value of shares to be sold $123,420,000.00 Value associated with 6,000,000 shares in the notice

Shares of common stock outstanding 219,141,631 shares Outstanding Relay Therapeutics common stock referenced in the notice

Proposed sale date 08/25/2026 Date referenced for the proposed sale under Rule 144

Date securities were acquired 12/31/2018 Acquisition date tied to automatic conversion of Series C Convertible Preferred Stock

Original acquisition description Acquired upon the automatic conversion of Series C Convertible Preferred Stock Conversion at closing of the issuer's initial public offering

Key Terms

Rule 144, automatic conversion, Series C Convertible Preferred Stock, initial public offering

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

automatic conversion financial

"Acquired upon the automatic conversion of Series C Convertible Preferred Stock"

Series C Convertible Preferred Stock financial

"Acquired upon the automatic conversion of Series C Convertible Preferred Stock"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

initial public offering financial

"upon the closing of the Issuer's initial public offering."

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

FAQ

What does the Form 144 filing disclose for RLAY?

It discloses that SVF Pauling (Cayman) Ltd has filed a Rule 144 notice for a proposed sale of up to 6,000,000 shares of Relay Therapeutics, Inc. common stock, citing a market value of $123,420,000.00, to be sold through Citigroup Global Markets Inc. on NASDAQ.

How many Relay Therapeutics (RLAY) shares are covered by this Rule 144 notice?

The notice covers up to 6,000,000 shares of Relay Therapeutics, Inc. common stock, with a stated aggregate market value of $123,420,000.00 in the filing.

Who is the selling security holder in this RLAY Form 144?

The person for whose account the securities are to be sold is SVF Pauling (Cayman) Ltd, identified as a stockholder of Relay Therapeutics, Inc. in the Rule 144 notice.

What is the reference sale date in the RLAY Form 144?

The Rule 144 notice lists a reference date of August 25, 2026 in connection with the proposed sale of Relay Therapeutics, Inc. common stock.

How and when were the RLAY shares proposed for sale originally acquired?

The common shares proposed for sale were acquired upon the automatic conversion of Series C Convertible Preferred Stock at the closing of Relay Therapeutics’ initial public offering. The filing states the shares were acquired and fully paid for in December 2018.

What was the outstanding share count of RLAY noted in the Form 144?

The filing lists 219,141,631 shares of Relay Therapeutics, Inc. common stock outstanding as a reference figure, separate from the 6,000,000 shares covered by the proposed Rule 144 sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/25/2026 - 07:43 PM Accepted by SEC EDGAR 08/25/2026 - 07:43 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001817592
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	RELAY THERAPEUTICS, INC.
SEC File Number	001-39385
Address of Issuer	60 Hampshire Street Cambridge MASSACHUSETTS 02139
Phone	617-370-8837
Name of Person for Whose Account the Securities are To Be Sold	SVF Pauling (Cayman) Ltd
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Citigroup Global Markets Inc. 388 Greenwich Street, 17th Floor New York NY 10013	6000000	123420000.00	219141631	08/25/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	07/20/2020	Acquired upon the automatic conversion of Series C Convertible Preferred Stock upon the closing of the Issuer's initial public offering. The shares were acquired and fully paid for in December 2018.	Issuer			27904963	12/31/2018	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	08/25/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Amanda Sanchez-Barry, General Counsel
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)