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CFO at Relay Therapeutics (RLAY) sells shares under Rule 10b5-1 plan

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Relay Therapeutics, Inc. Chief Financial Officer Thomas Catinazzo sold 17,717 shares of common stock in open-market transactions on July 6, 2026 at a weighted average price of $18.69 per share. The trades were executed under a pre-arranged Rule 10b5-1 trading plan adopted on October 30, 2025, meaning the sales were scheduled in advance.

The sale was completed in multiple trades at prices ranging from $18.39 to $19.38 per share. After these transactions, Catinazzo directly owns 159,744 shares of Relay Therapeutics common stock, which includes 9,807 shares underlying restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Catinazzo Thomas
Role Chief Financial Officer
Sold 17,717 shs ($331K)
Type Security Shares Price Value
Sale Common Stock 17,717 $18.69 $331K
Holdings After Transaction: Common Stock — 159,744 shares (Direct, null)
Footnotes (1)
  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 $18.39 to $19.38. 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.
Shares sold 17,717 shares Open-market sale on July 6, 2026
Weighted average sale price $18.69 per share Common stock sale
Post-transaction holdings 159,744 shares Direct ownership after sale
RSUs included in holdings 9,807 shares Shares underlying restricted stock units
Trade price range $18.39–$19.38 per share Multiple executions on July 6, 2026
10b5-1 plan adoption date October 30, 2025 Governing the reported sale
Rule 10b5-1 trading plan regulatory
"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted..."
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.
open-market sale financial
"transaction_action: "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
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FAQ

What insider transaction did Relay Therapeutics (RLAY) disclose for its CFO?

Relay Therapeutics reported that CFO Thomas Catinazzo sold 17,717 shares of common stock in open-market transactions at a weighted average price of $18.69 per share on July 6, 2026, according to a Form 4 insider trading filing.

Was the Relay Therapeutics (RLAY) CFO’s stock sale pre-planned?

Yes. The Form 4 states the reported transaction was executed under a Rule 10b5-1 trading plan adopted by CFO Thomas Catinazzo on October 30, 2025, indicating the sale was scheduled in advance rather than being a discretionary, same-day trading decision.

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

Following the 17,717-share sale, CFO Thomas Catinazzo directly holds 159,744 shares of Relay Therapeutics common stock. This figure includes 9,807 shares underlying restricted stock units, as disclosed in the Form 4 footnotes.

At what prices were the Relay Therapeutics (RLAY) CFO’s shares sold?

The Form 4 notes the CFO’s sale was executed in multiple trades at prices ranging from $18.39 to $19.38 per share, with a reported weighted average sale price of $18.69 per share across the 17,717 shares sold.

What type of security did the Relay Therapeutics (RLAY) CFO sell?

CFO Thomas Catinazzo sold shares of Relay Therapeutics’ Common Stock. The Form 4 classifies the transaction as a non-derivative, open-market sale, distinguishing it from option exercises or other derivative security transactions.

Does the Relay Therapeutics (RLAY) Form 4 mention restricted stock units for the CFO?

Yes. A Form 4 footnote states that the CFO’s post-transaction holdings of 159,744 shares include 9,807 shares underlying restricted stock units, indicating a portion of his position is tied to equity-based compensation awards.
SEC Form 4
FORM 4UNITED 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).
X
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/06/2026S(1)17,717D$18.69(2)159,744(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 $18.39 to $19.38. 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.
/s/ Soo-Yeun Lim, as Attorney-in-Fact07/08/2026
** Signature of Reporting PersonDate
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)