Relay Therapeutics (RLAY) CFO logs automatic share sales for RSU tax withholding

Rhea-AI Filing Summary

Relay Therapeutics Chief Financial Officer Thomas Catinazzo reported automatic share sales tied to restricted stock unit (RSU) vesting. On January 27, 2026, he sold 13,820 shares of common stock at $7.62 per share, and on January 28, 2026, he sold 1,695 shares at $8.45 per share.

Footnotes state both transactions were sales of shares to cover income tax withholding obligations upon the vesting of 42,394 and 5,724 RSUs, and that he had no discretion over the sales under company policies. After these transactions, he beneficially owned 250,996 and then 249,301 shares, including shares underlying RSUs.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Catinazzo Thomas

(Last) (First) (Middle)

C/O RELAY THERAPEUTICS, INC.

60 HAMPSHIRE STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Relay Therapeutics, Inc. [ RLAY ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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
Common Stock	01/27/2026		S		13,820(1)	D	$7.62	250,996(2)	D
Common Stock	01/28/2026		S		1,695(3)	D	$8.45	249,301(4)	D

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

Explanation of Responses:

1. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 42,394 shares of restricted stock units ("RSUs") on January 26, 2026. The reporting person had no discretion with respect to such sale, which was transacted in accordance with the Issuer's policies regarding the vesting of RSUs.

2. Includes 18,799 shares underlying RSUs.

3. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 5,724 shares of RSUs on January 27, 2026. The reporting person had no discretion with respect to such sale, which was transacted in accordance with the Issuer's policies regarding the vesting of RSUs.

4. Includes 13,075 shares underlying RSUs.

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	01/29/2026
	** 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 insider transactions did Relay Therapeutics (RLAY) report for its CFO?

Relay Therapeutics reported two stock sales by CFO Thomas Catinazzo. He sold 13,820 shares on January 27, 2026 at $7.62 and 1,695 shares on January 28, 2026 at $8.45. These transactions were disclosed as part of a Form 4 filing.

Why did the Relay Therapeutics (RLAY) CFO sell shares in January 2026?

The CFO’s sales were to cover income tax withholding on RSU vesting. Footnotes explain the shares were sold automatically to satisfy tax obligations when 42,394 RSUs vested on January 26, 2026 and 5,724 RSUs vested on January 27, 2026.

Were the Relay Therapeutics (RLAY) CFO’s stock sales discretionary trades?

No, the filing states the CFO had no discretion over these sales. The transactions were executed in accordance with Relay Therapeutics’ policies governing RSU vesting and related tax withholding, meaning they occurred automatically to cover required tax obligations.

How many Relay Therapeutics (RLAY) shares does the CFO own after the reported sales?

After the reported transactions, the CFO beneficially owned 249,301 shares. The Form 4 shows 250,996 shares following the January 27, 2026 sale and 249,301 shares following the January 28, 2026 sale, including shares underlying RSUs.

What RSU activity accompanied the Relay Therapeutics (RLAY) CFO’s Form 4 filing?

The sales were linked to vesting of RSUs. Footnotes note 42,394 RSUs vested on January 26, 2026 and 5,724 RSUs vested on January 27, 2026. Shares sold covered income tax withholding obligations arising from these RSU vesting events.

Does the Relay Therapeutics (RLAY) Form 4 mention RSUs included in the CFO’s holdings?

Yes, the filing specifies RSUs included in his beneficial ownership. One footnote states the holdings include 18,799 shares underlying RSUs, and another notes 13,075 shares underlying RSUs, indicating part of his stake is in unvested or restricted share units.