Relay Therapeutics, Inc. (RLAY) insider sale covers RSU tax

Q: What insider transaction did Relay Therapeutics (RLAY) report for Donald A. Bergstrom?

Relay Therapeutics reported that Donald A. Bergstrom , President of R&D, had 2,237 shares of common stock sold on July 28, 2026. The transaction was to satisfy tax withholding obligations related to recently vested restricted stock units (RSUs).

Q: How many Relay Therapeutics (RLAY) shares were sold and at what price?

A total of 2,237 shares of Relay Therapeutics common stock were sold at a price of $18.61 per share . This sale was specifically linked to covering income tax withholding from an RSU vesting event, not a discretionary open-market sale.

Q: Why were RLAY shares sold in this Form 4 transaction?

The shares were sold to cover income tax withholding obligations arising from the vesting of 5,012 RSUs on July 27, 2026. According to the footnote, Bergstrom had no discretion over this sale, which followed the company’s RSU vesting policies.

Q: What RSU activity was disclosed in the Relay Therapeutics (RLAY) Form 4?

The filing notes the vesting of 5,012 restricted stock units (RSUs) on July 27, 2026, which triggered tax withholding. It also states that Bergstrom’s holdings after the transaction include 10,025 shares underlying RSUs as part of his overall equity position.

Q: Was the Relay Therapeutics (RLAY) insider sale part of a discretionary trading decision?

The sale was described as covering income tax withholding obligations related to RSU vesting, and the report states Bergstrom had no discretion over it. This indicates the transaction followed preset company procedures rather than a discretionary trading choice.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Relay Therapeutics, Inc. executive Donald A. Bergstrom, President of R&D, reported the sale of 2,237 shares of common stock on July 28, 2026 at $18.61 per share. The sale covered income tax withholding on the vesting of 5,012 RSUs on July 27, 2026. After the transaction, he directly held 407,660 shares, including 10,025 shares underlying RSUs.

Insider Trade Summary

Net Seller: 2,237 shares

Net Sell 1 txn

Insider Bergstrom Donald A

Role President, R&D

Sold 2,237 shs ($42K)

Type	Security	Shares	Price	Value
Sale	Common Stock ^{F1, F2}	2,237	$18.61	$42K

Holdings After Transaction: Common Stock — 407,660 shares (Direct)

Footnotes (2)

F1. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 5,012 shares of restricted stock units ("RSUs") on July 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.
F2. Includes 10,025 shares underlying RSUs.

Key Figures

Shares sold: 2,237 shares Sale price: $18.61 per share Shares held after: 407,660 shares +2 more

5 metrics

Shares sold 2,237 shares Common stock sale on July 28, 2026

Sale price $18.61 per share Price for the 2,237 shares sold

Shares held after 407,660 shares Direct common stock holdings following the transaction

RSUs vested 5,012 shares Shares underlying RSUs that vested on July 27, 2026

RSUs included in holdings 10,025 shares Shares underlying RSUs included in post-transaction holdings

Key Terms

restricted stock units, income tax withholding obligations, vesting

3 terms

restricted stock units financial

"upon the vesting of 5,012 shares of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

income tax withholding obligations financial

"Sale of shares to cover the reporting person's income tax withholding obligations"

vesting financial

"upon the vesting of 5,012 shares of restricted stock units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/30/2026 - 04:13 PM Accepted by SEC EDGAR 07/30/2026 - 04:12 PM

FAQ

What insider transaction did Relay Therapeutics (RLAY) report for Donald A. Bergstrom?

Relay Therapeutics reported that Donald A. Bergstrom, President of R&D, had 2,237 shares of common stock sold on July 28, 2026. The transaction was to satisfy tax withholding obligations related to recently vested restricted stock units (RSUs).

How many Relay Therapeutics (RLAY) shares were sold and at what price?

A total of 2,237 shares of Relay Therapeutics common stock were sold at a price of $18.61 per share. This sale was specifically linked to covering income tax withholding from an RSU vesting event, not a discretionary open-market sale.

Why were RLAY shares sold in this Form 4 transaction?

The shares were sold to cover income tax withholding obligations arising from the vesting of 5,012 RSUs on July 27, 2026. According to the footnote, Bergstrom had no discretion over this sale, which followed the company’s RSU vesting policies.

How many Relay Therapeutics (RLAY) shares does Donald A. Bergstrom hold after the sale?

Following the reported transaction, Donald A. Bergstrom directly held 407,660 shares of Relay Therapeutics common stock. This total includes shares underlying RSUs, reflecting both currently owned stock and certain equity-based compensation awards.

What RSU activity was disclosed in the Relay Therapeutics (RLAY) Form 4?

The filing notes the vesting of 5,012 restricted stock units (RSUs) on July 27, 2026, which triggered tax withholding. It also states that Bergstrom’s holdings after the transaction include 10,025 shares underlying RSUs as part of his overall equity position.

Was the Relay Therapeutics (RLAY) insider sale part of a discretionary trading decision?

The sale was described as covering income tax withholding obligations related to RSU vesting, and the report states Bergstrom had no discretion over it. This indicates the transaction followed preset company procedures rather than a discretionary trading choice.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bergstrom Donald A

(Last)

(First)

(Middle)

C/O RELAY THERAPEUTICS, INC.

60 HAMPSHIRE STREET

(Street)

CAMBRIDGE

MASSACHUSETTS

02139

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	President, R&D

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2026		S		2,237⁽¹⁾	D	$18.61	407,660⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 5,012 shares of restricted stock units ("RSUs") on July 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.

2. Includes 10,025 shares underlying RSUs.

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	07/30/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR