Relay Therapeutics (NASDAQ: RLAY) CEO logs ESPP buy, tax sale shares

Rhea-AI Filing Summary

Relay Therapeutics, Inc. President and CEO Sanjiv Patel reported both a share purchase and a sale of company stock. On December 31, 2025, he acquired 994 shares of common stock at $2.99 per share under the company’s 2020 Employee Stock Purchase Plan, a transaction described as exempt under Rule 16b-3 and voluntarily reported. On January 6, 2026, he sold 43,168 shares of common stock at $7.82 per share to cover income tax withholding obligations arising from the vesting of 136,854 restricted stock units on January 5, 2026, with no discretion over the sale terms.

After these transactions, he directly held 661,041 shares of common stock, which includes 136,854 shares underlying RSUs. The filing also reports 199,548 and 687,355 shares of common stock held indirectly in irrevocable family trusts with an independent trustee, for which Patel disclaims beneficial ownership.

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^*

Patel Sanjiv

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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	12/31/2025		A(1)	V	994	A	$2.99(2)	704,209(3)	D
Common Stock	01/06/2026		S		43,168(4)	D	$7.82	661,041	D
Common Stock								199,548	I	By The Patel Family Irrevocable Trust of 2019(5)
Common Stock								687,355	I	By The SSP Irrevocable Trust of 2020(6)

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. The shares were acquired under the Relay Therapeutics, Inc. 2020 Employee Stock Purchase Plan ("ESPP") in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). The reporting person is voluntarily reporting this transaction.

2. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on July 1, 2025.

3. Includes 136,854 shares underlying restricted stock units ("RSUs").

4. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 136,854 shares of RSUs on January 5, 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.

5. These shares are held in irrevocable trusts for the benefit of the reporting person's family members. An independent trustee is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

6. These shares were held in irrevocable trusts for the benefit of the reporting person's family members. An independent trustee is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	/s/ Soo-Yeun Lim, as attorney-in-fact	01/07/2026
	** 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) CEO Sanjiv Patel report?

The filing shows that Sanjiv Patel, President and CEO of Relay Therapeutics, Inc. (RLAY), acquired 994 shares of common stock under the 2020 Employee Stock Purchase Plan and sold 43,168 shares of common stock in a separate transaction.

Why did the Relay Therapeutics (RLAY) CEO sell 43,168 shares of stock?

The 43,168 shares of Relay Therapeutics common stock were sold to cover income tax withholding obligations upon the vesting of 136,854 restricted stock units on January 5, 2026, and the sale was executed in accordance with company policies, with no discretion by the reporting person over the sale.

How many Relay Therapeutics (RLAY) shares does the CEO hold after the reported transactions?

After the reported transactions, the CEO directly held 661,041 shares of Relay Therapeutics common stock, which includes 136,854 shares underlying RSUs.

What shares did the Relay Therapeutics (RLAY) CEO acquire under the ESPP?

On December 31, 2025, the CEO acquired 994 shares of Relay Therapeutics common stock at $2.99 per share under the company’s 2020 Employee Stock Purchase Plan, at a price equal to 85% of the closing price on July 1, 2025.

What indirect Relay Therapeutics (RLAY) holdings are reported in family trusts?

The filing reports 199,548 shares held by The Patel Family Irrevocable Trust of 2019 and 687,355 shares held by The SSP Irrevocable Trust of 2020, both for the benefit of family members, with an independent trustee and a disclaimer of beneficial ownership by the CEO.

Was the ESPP purchase by the Relay Therapeutics (RLAY) CEO a required report?

The filing states that the ESPP purchase of 994 shares by the CEO is being voluntarily reported and is described as exempt under Rule 16b-3(d) and Rule 16b-3(c).