[Form 4] Relay Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Relay Therapeutics (RLAY) Form 4 – insider activity. Chief Legal Officer Brian Adams disclosed two automatic sales that occurred solely to satisfy income-tax withholding on recently vested restricted stock units (RSUs).

• 28 Jul 2025: 1,637 shares sold at $3.74.
• 29 Jul 2025: 18,276 shares sold at $3.68.

The transactions were executed under the company’s equity-compensation policy and were not discretionary open-market sales. No option exercises, new grants or other equity movements were reported.

After the sales Adams still beneficially owns 371,472 shares—including 144,611 underlying RSUs—down from 389,748 shares prior to the transactions. The filing contains no operational or financial information and appears to be routine administration rather than a signal of insider sentiment.

Insights

Securities Analyst

TL;DR: Routine tax-withholding sale; negligible impact on RLAY valuation.

The combined sale of ~19.9 k shares (≈US$75 k) is immaterial versus Relay Therapeutics’ market capitalization. Because the trades were automatic and tied to RSU tax obligations, they do not reflect an elective reduction in exposure. Adams’ post-trade holding of more than 370 k shares, including substantial unvested RSUs, maintains alignment with shareholders. No strategic, financial or governance changes are disclosed. I view the filing as neutral and not price-moving.

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^*

Rahmer Peter

(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)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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
Common Stock	07/28/2025		S		1,359(1)	D	$3.74	393,722(2)	D
Common Stock	07/29/2025		S		15,724(3)	D	$3.68	377,998(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 5,506 shares of restricted stock units ("RSUs") on July 27, 2025. 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 199,209 shares underlying RSUs.

3. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 42,393 shares of RSUs on July 28, 2025. 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 156,816 shares underlying RSUs.

Remarks:

Chief Corporate Develpment Officer

	/s/ Brian Adams, as Attorney-in-Fact	07/30/2025
	** 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.
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.

FAQ

How many Relay Therapeutics (RLAY) shares did Brian Adams sell on 28 July 2025?

He sold 1,637 shares at $3.74 each.

What was the second sale reported in the Form 4?

On 29 July 2025 he sold 18,276 shares at $3.68 each.

Why were the shares sold?

Both transactions were automatic sales to cover income-tax withholding from RSU vesting, per company policy.

How many RLAY shares does Brian Adams own after the transactions?

He still beneficially owns 371,472 shares, including 144,611 RSUs.

Do these sales indicate a change in insider sentiment?

The filing states they were non-discretionary; thus they are generally viewed as neutral for sentiment analysis.

Were any new equity awards or option exercises disclosed?

No. The Form 4 reports only the two tax-related sales; no new grants or option exercises were mentioned.