Was Peter Rahmer’s Relay Therapeutics (RLAY) share sale discretionary?

No. The filing states Rahmer had no discretion over the 753-share sale. The transaction was processed under Relay Therapeutics’ policies specifically to cover income tax withholding from the vesting of restricted stock units.

Relay Therapeutics (RLAY) executive sells 753 shares to cover RSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Relay Therapeutics, Inc. executive Peter Rahmer reported an open-market sale of 753 shares of common stock at $14.79 per share. According to the footnotes, the sale was made solely to cover income tax withholding on the vesting of 3,051 restricted stock units and was not discretionary. After this transaction, Rahmer directly owns 275,857 shares of Relay Therapeutics common stock, including 9,153 shares underlying RSUs, indicating the sale was small relative to his overall position.

Insider Trade Summary

Net Seller: 753 shares ($11,137)

Net Sell 1 txn

Insider Rahmer Peter

Role See remarks

Sold 753 shs ($11K)

Type	Security	Shares	Price	Value
Sale	Common Stock	753	$14.79	$11K

Holdings After Transaction: Common Stock — 275,857 shares (Direct, null)

Footnotes (1)

Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 3,051 shares of restricted stock units ("RSUs") on April 27, 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. Includes 9,153 shares underlying RSUs.

Key Figures

Shares sold: 753 shares Sale price: $14.79 per share Shares held after transaction: 275,857 shares +2 more

5 metrics

Shares sold 753 shares Open-market sale on April 28, 2026

Sale price $14.79 per share Price for the 753 shares sold

Shares held after transaction 275,857 shares Direct holdings following the sale

RSUs vested 3,051 units RSUs vesting that triggered tax withholding

Shares underlying RSUs 9,153 shares Included within post-transaction holdings

Key Terms

restricted stock units, income tax withholding obligations, open-market sale, Form 4, +1 more

5 terms

restricted stock units financial

"upon the vesting of 3,051 shares of restricted stock units ("RSUs")"

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.

income tax withholding obligations financial

"Sale of shares to cover the reporting person's income tax withholding obligations"

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.

RSUs financial

"Includes 9,153 shares underlying RSUs."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Form 4 Insider Transactions: What Each Field Means →

04/30/2026 - 04:22 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^*

Rahmer Peter

(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)
	See remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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	04/28/2026		S		753⁽¹⁾	D	$14.79	275,857⁽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)
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)

Explanation of Responses:

1. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 3,051 shares of restricted stock units ("RSUs") on April 27, 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.

2. Includes 9,153 shares underlying RSUs.

Remarks:

Chief Corporate Development Officer

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	04/30/2026
	** 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 transaction did Relay Therapeutics (RLAY) report for Peter Rahmer?

Relay Therapeutics reported that executive Peter Rahmer sold 753 shares of common stock. The shares were sold in an open-market transaction at $14.79 per share to satisfy income tax withholding tied to vesting restricted stock units.

Why did Peter Rahmer sell 753 Relay Therapeutics (RLAY) shares?

The 753 shares were sold to cover Rahmer’s income tax withholding obligations. These obligations arose when 3,051 restricted stock units vested, and the sale was executed in accordance with the company’s RSU vesting policies, with no discretion from Rahmer.

How many Relay Therapeutics (RLAY) shares does Peter Rahmer hold after the transaction?

After the tax-related sale, Rahmer directly holds 275,857 shares of Relay Therapeutics common stock. This total includes 9,153 shares underlying restricted stock units, showing the sale was small compared with his remaining ownership position.

What RSU activity did the Relay Therapeutics (RLAY) filing disclose for Peter Rahmer?

The filing notes that 3,051 restricted stock units vested for Rahmer, triggering tax obligations. To cover the associated income tax withholding, 753 shares were sold automatically under company policy, and his remaining holdings still include 9,153 RSU-related shares.