Relay Therapeutics (RLAY) CFO sells 17,717 shares in planned trade

Rhea-AI Filing Summary

Relay Therapeutics, Inc. Chief Financial Officer Thomas Catinazzo sold 17,717 shares of common stock in an open-market transaction at a weighted average price of $12.86 per share. The trade was carried out under a Rule 10b5-1 trading plan adopted on October 30, 2025.

After this sale, he directly holds 195,178 shares, which include 9,807 shares underlying restricted stock units. The transaction was executed in multiple trades at prices ranging from $12.67 to $13.42 per share.

Insider Trade Summary 10b5-1

Net Seller: 17,717 shares ($227,841)

Net Sell 1 txn

Insider Catinazzo Thomas

Role Chief Financial Officer

Sold 17,717 shs ($228K)

Type	Security	Shares	Price	Value
Sale	Common Stock	17,717	$12.86	$228K

Holdings After Transaction: Common Stock — 195,178 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 $12.67 to $13.42. 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.

Key Figures

Shares sold: 17,717 shares Average sale price: $12.86 per share Post-transaction holdings: 195,178 shares +3 more

6 metrics

Shares sold 17,717 shares Common stock open-market sale on May 14, 2026

Average sale price $12.86 per share Weighted average sale price for the transaction

Post-transaction holdings 195,178 shares Direct ownership after the sale

RSUs included in holdings 9,807 shares Shares underlying restricted stock units included in holdings

Trade price range $12.67 to $13.42 per share Range of prices for multiple trades in the transaction

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

Key Terms

Rule 10b5-1 trading plan, restricted stock units, open-market sale, weighted average sale price

4 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"

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.

weighted average sale price financial

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

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).

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)

	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)
05/14/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		S(1)		17,717	D	$12.86(2)	195,178(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 $12.67 to $13.42. 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-Fact	05/14/2026
	** 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)

FAQ

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

Relay Therapeutics reported that CFO Thomas Catinazzo sold 17,717 shares of common stock in an open-market transaction. The weighted average sale price was $12.86 per share, and the trades occurred within a price range of $12.67 to $13.42.

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

After the transaction, CFO Thomas Catinazzo directly holds 195,178 Relay Therapeutics shares. This figure includes 9,807 shares underlying restricted stock units, which are equity awards that typically vest over time based on continued service or performance.

Was the Relay Therapeutics (RLAY) CFO sale under a Rule 10b5-1 plan?

Yes. The filing states the reported transaction was effected under a Rule 10b5-1 trading plan adopted on October 30, 2025. Such pre-arranged plans allow executives to schedule trades in advance, helping separate routine selling from discretionary timing decisions.

What price range did Relay Therapeutics (RLAY) shares trade at in this CFO sale?

The sale was executed in multiple trades at prices ranging from $12.67 to $13.42 per share. The reported $12.86 figure is a weighted average sale price, summarizing all individual trades executed within that price range on the transaction date.

Does the Relay Therapeutics (RLAY) CFO sale include restricted stock units?

The sale itself involved common shares, but the post-transaction holdings include 9,807 shares underlying restricted stock units. These units represent conditional rights to receive shares in the future, typically subject to vesting conditions specified in the award agreements.