RLAY insider sells shares; RSU vesting drives tax withholding

Rhea-AI Filing Summary

Relay Therapeutics (RLAY) insider transaction: The Chief Corporate Development Officer reported sales of common stock primarily to cover taxes from recent RSU vesting. On October 28, 2025, 19,135 shares were sold at $7.29. On October 29, 2025, 21,394 shares were sold at a weighted average price of $7.50, with trade prices ranging from $7.49 to $7.52.

The sale on October 28, 2025 was to satisfy income tax withholding upon the vesting of 47,897 RSUs on October 27, 2025, and the reporting person had no discretion over that transaction. Following these sales, the reporting person beneficially owns 337,469 shares, which include 108,919 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

OMB APPROVAL

OMB Number:			3235-0287
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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)
10/28/2025

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	10/28/2025		S		19,135(1)	D	$7.29	358,863(2)	D
Common Stock	10/29/2025		S		21,394	D	$7.5(3)	337,469(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)
				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 47,897 shares of restricted stock units ("RSUs") on October 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 108,919 shares underlying RSUs.

3. This transaction was executed in multiple trades at prices ranging from $7.49 to $7.52. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Remarks:

Chief Corporate Development Officer; Exhibit 24 - Power of Attorney

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	10/30/2025
	** 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.
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FAQ

What did RLAY’s insider report on Form 4?

Sales of common stock on October 28, 2025 and October 29, 2025, largely tied to RSU tax withholding.

How many RLAY shares were sold and at what prices?

Sold 19,135 shares at $7.29 on Oct 28, 2025, and 21,394 shares at a weighted average $7.50 (range $7.49–$7.52) on Oct 29, 2025.

What triggered the insider’s share sale at Relay Therapeutics (RLAY)?

The sale on Oct 28, 2025 covered income tax withholding for the vesting of 47,897 RSUs on Oct 27, 2025.

Did the insider have discretion over the tax withholding sale?

No. The filing states the reporting person had no discretion and the sale followed issuer policies for RSU vesting.

How many RLAY shares does the insider now beneficially own?

After the transactions, beneficial ownership is 337,469 shares, including 108,919 shares underlying RSUs.

Who is the reporting person’s role at Relay Therapeutics?

The reporting person is the Chief Corporate Development Officer.