Were the Relay Therapeutics (RLAY) CFO’s share sales under a Rule 10b5-1 plan?

Yes. At least one of the reported transactions was effected under a pre-arranged Rule 10b5-1 trading plan. The filing states this plan was adopted on October 30, 2025, indicating the sales were scheduled in advance rather than timed opportunistically.

Relay Therapeutics (NASDAQ: RLAY) CFO sells 187,163 shares after exercising options

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Relay Therapeutics, Inc. reported that Chief Financial Officer Thomas Catinazzo exercised stock options and sold common shares in a series of same-day transactions. He exercised options for a total of 169,446 shares of common stock at exercise prices of $4.45, $5.22, and $5.04 per share. He then completed open-market sales totaling 187,163 shares at prices reported around $16.97–$17.01 per share, executed in multiple trades within disclosed price ranges. Following these transactions, he directly owned 177,461 shares of common stock, which include 9,807 shares underlying restricted stock units. The filing notes that at least one of the reported transactions was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on October 30, 2025.

Insider Trade Summary 10b5-1

Net Seller: 187,163 shares ($3,176,865)

Net Sell 10 txns

Insider Catinazzo Thomas

Role Chief Financial Officer

Sold 187,163 shs ($3.18M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	56,323	$0.00	--
Exercise	Stock Option (Right to Buy)	61,563	$0.00	--
Exercise	Stock Option (Right to Buy)	51,560	$0.00	--
Sale	Common Stock	17,717	$17.01	$301K
Exercise	Common Stock	56,323	$5.04	$284K
Sale	Common Stock	56,323	$16.97	$956K
Exercise	Common Stock	61,563	$5.22	$321K
Sale	Common Stock	61,563	$16.97	$1.04M
Exercise	Common Stock	51,560	$4.45	$229K
Sale	Common Stock	51,560	$16.97	$875K

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Common Stock — 177,461 shares (Direct, null)

Footnotes (1)

The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025. This transaction was executed in multiple trades at prices ranging from $16.38 to $17.28. 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. Includes 9,807 shares underlying restricted stock units. This transaction was executed in multiple trades at prices ranging from $16.15 to $17.39. 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. The shares underlying this stock option vested in sixteen (16) equal quarterly installments following the vesting commencement date of April 23, 2019. On March 2, 2020, the reporting person was granted an option to purchase 63,363 shares of common stock, subject to determination by the Board of Directors of the Issuer (the "Board") that the Issuer met, in whole or in part, certain milestones (the "2020 Option Grant Criteria"). On June 23, 2020, the Board determined that the 2020 Option Grant Criteria related to 25% of the option had been achieved, and the shares underlying 25% of this option, or 15,841 shares, commenced vesting in sixteen (16) equal quarterly installments following September 23, 2020. On December 11, 2020, the Board determined that the 2020 Option Grant Criteria related to the remaining 75% of the option had been achieved. The shares underlying 75% of this option, or 47,522 shares, vested in sixteen (16) equal quarterly installments following March 11, 2021. The shares underlying this stock option shall vest in sixteen (16) equal quarterly installments after January 10, 2025, subject to the reporting person's continued service with the Issuer through each vesting date.

Key Figures

Shares sold: 187,163 shares Options exercised: 169,446 shares Sale price per share: $16.97–$17.01 +5 more

8 metrics

Shares sold 187,163 shares Open-market sales of common stock on June 22, 2026

Options exercised 169,446 shares Total common shares from option exercises on June 22, 2026

Sale price per share $16.97–$17.01 Weighted average prices for reported common-stock sales

Exercise prices $4.45, $5.22, $5.04 Strike prices of exercised stock options

Shares held after trades 177,461 shares Direct common-stock holdings following transactions

RSUs included 9,807 shares Restricted stock units included in post-transaction holdings

10b5-1 plan adoption date October 30, 2025 Date CFO adopted Rule 10b5-1 trading plan

Option expiration dates 2029-04-22 to 2035-01-09 Expiration dates for exercised stock options

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Stock Option (Right to Buy), weighted average sale price, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"Includes 9,807 shares underlying restricted stock units."

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.

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) ... underlying security title: Common Stock"

weighted average sale price financial

"The price reported above reflects the weighted average sale price."

exercise or conversion of derivative security regulatory

"transaction_code_description: Exercise or conversion of derivative security"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:10 PM Accepted by SEC EDGAR 06/24/2026 - 04:09 PM

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^*

Catinazzo Thomas

(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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

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	06/22/2026		S⁽¹⁾		17,717	D	$17.01⁽²⁾	177,461⁽³⁾	D
Common Stock	06/22/2026		M⁽¹⁾		56,323	A	$5.04	233,784⁽³⁾	D
Common Stock	06/22/2026		S⁽¹⁾		56,323	D	$16.97⁽⁴⁾	177,461⁽³⁾	D
Common Stock	06/22/2026		M⁽¹⁾		61,563	A	$5.22	239,024⁽³⁾	D
Common Stock	06/22/2026		S⁽¹⁾		61,563	D	$16.97⁽⁴⁾	177,461⁽³⁾	D
Common Stock	06/22/2026		M⁽¹⁾		51,560	A	$4.45	229,021⁽³⁾	D
Common Stock	06/22/2026		S⁽¹⁾		51,560	D	$16.97⁽⁴⁾	177,461⁽³⁾	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)
Stock Option (Right to Buy)	$5.04	06/22/2026		M⁽¹⁾			56,323	⁽⁵⁾	04/22/2029	Common Stock	56,323	$0.00	0	D
Stock Option (Right to Buy)	$5.22	06/22/2026		M⁽¹⁾			61,563	⁽⁶⁾	03/01/2030	Common Stock	61,563	$0.00	0	D
Stock Option (Right to Buy)	$4.45	06/22/2026		M⁽¹⁾			51,560	⁽⁷⁾	01/09/2035	Common Stock	51,560	$0.00	223,440	D

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025.

2. This transaction was executed in multiple trades at prices ranging from $16.38 to $17.28. 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.

3. Includes 9,807 shares underlying restricted stock units.

4. This transaction was executed in multiple trades at prices ranging from $16.15 to $17.39. 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.

5. The shares underlying this stock option vested in sixteen (16) equal quarterly installments following the vesting commencement date of April 23, 2019.

6. On March 2, 2020, the reporting person was granted an option to purchase 63,363 shares of common stock, subject to determination by the Board of Directors of the Issuer (the "Board") that the Issuer met, in whole or in part, certain milestones (the "2020 Option Grant Criteria"). On June 23, 2020, the Board determined that the 2020 Option Grant Criteria related to 25% of the option had been achieved, and the shares underlying 25% of this option, or 15,841 shares, commenced vesting in sixteen (16) equal quarterly installments following September 23, 2020. On December 11, 2020, the Board determined that the 2020 Option Grant Criteria related to the remaining 75% of the option had been achieved. The shares underlying 75% of this option, or 47,522 shares, vested in sixteen (16) equal quarterly installments following March 11, 2021.

7. The shares underlying this stock option shall vest in sixteen (16) equal quarterly installments after January 10, 2025, subject to the reporting person's continued service with the Issuer through each vesting date.

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	06/24/2026
	** 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

FAQ

What insider transactions did Relay Therapeutics (RLAY) report for its CFO?

Relay Therapeutics reported that CFO Thomas Catinazzo exercised stock options for 169,446 common shares and sold 187,163 shares in open-market transactions. These trades converted option awards into shares and then into cash while leaving him with a substantial remaining equity stake.

How many Relay Therapeutics (RLAY) shares did the CFO sell and at what prices?

The CFO sold 187,163 shares of Relay Therapeutics common stock in open-market transactions. Reported weighted average sale prices were about $16.97 and $17.01 per share, with individual trades executed within disclosed ranges between $16.15 and $17.39.

What stock options did the Relay Therapeutics (RLAY) CFO exercise?

He exercised stock options covering 169,446 shares of Relay Therapeutics common stock. The options carried exercise prices of $4.45, $5.22, and $5.04 per share, reflecting previously granted equity awards that had vested over multiple quarterly installments based on service and milestone criteria.

How many Relay Therapeutics (RLAY) shares does the CFO hold after these trades?

After the reported transactions, the CFO directly held 177,461 Relay Therapeutics common shares. This figure includes 9,807 shares underlying restricted stock units, representing equity that remains subject to vesting or other conditions tied to his continued service with the company.

What vesting terms applied to the Relay Therapeutics (RLAY) options the CFO exercised?

The exercised options vested in sixteen equal quarterly installments following specified commencement dates. For one 2020 grant, vesting depended on the board determining certain milestones were met, with portions starting to vest after September 23, 2020 and March 11, 2021 once criteria were achieved.