RLAY insider sale: 30,897 shares to cover taxes after RSU vest

Rhea-AI Filing Summary

Relay Therapeutics (RLAY) officer reports Form 4 transaction. On 10/28/2025, the President, R&D sold 30,897 shares of common stock at $7.29 per share. The filing states the sale was made to cover income tax withholding obligations tied to the vesting of 68,622 RSUs on October 27, 2025, and the reporting person had no discretion over the transaction under company policies.

Following the transaction, the officer beneficially owned 521,823 shares, held directly. This total includes 168,866 shares underlying RSUs.

Insider Trade Summary

Net Seller: 30,897 shares ($225,239)

Net Sell 1 txn

Insider Bergstrom Donald A

Role President, R&D

Sold 30,897 shs ($225K)

Type	Security	Shares	Price	Value
Sale	Common Stock	30,897	$7.29	$225K

Holdings After Transaction: Common Stock — 521,823 shares (Direct)

Footnotes (1)

1. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 68,622 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. Includes 168,866 shares underlying RSUs.

Form 4 Insider Transactions: What Each Field Means →

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^*

Bergstrom Donald A

(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)
	President, R&D

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		30,897(1)	D	$7.29	521,823(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 68,622 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 168,866 shares underlying RSUs.

Remarks:

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.
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

What did RLAY’s officer report on Form 4?

A sale of 30,897 shares of common stock at $7.29 per share on 10/28/2025.

Why were the RLAY shares sold?

The filing states the sale was to cover income tax withholding upon the vesting of 68,622 RSUs on 10/27/2025.

How many RLAY shares does the insider own after the sale?

Beneficial ownership is 521,823 shares held directly, including 168,866 RSU-underlying shares.

What is the insider’s role at RLAY?

The reporting person is an Officer, titled President, R&D.

Was discretion exercised over the sale?

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

What transaction code appears on the Form 4?

Transaction code S (open market or private sale).