Was the 50,000-share Relay Therapeutics (RLAY) sale pre-planned under Rule 10b5-1?

Yes. The 50,000-share sale was executed pursuant to a Rule 10b5-1 trading plan adopted by Peter Rahmer on October 31, 2025. Such plans are pre-arranged trading programs that schedule transactions in advance under specified conditions.

Relay Therapeutics (RLAY) exec ESPP buy, 50K-share 10b5-1 sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Relay Therapeutics, Inc. executive Peter Rahmer reported mixed insider activity in common stock. He sold 50,000 shares on June 30, 2026 at a weighted average price of $19.09 per share in an open-market transaction made under a Rule 10b5-1 trading plan adopted on October 31, 2025.

After this sale, he directly held 225,857 shares, which includes 9,153 shares underlying restricted stock units. On the same date, he also acquired 3,056 shares of common stock at $6.95 per share through the company’s 2020 Employee Stock Purchase Plan, consistent with plan terms that price purchases at 85% of the stock’s closing price on January 2, 2026.

Insider Trade Summary 10b5-1

Net Seller: 50,000 shares ($954,500)

Net Sell 2 txns

Insider Rahmer Peter

Role See remarks

Sold 50,000 shs ($955K)

Type	Security	Shares	Price	Value
Sale	Common Stock	50,000	$19.09	$955K
Grant/Award	Common Stock	3,056	$6.95	$21K

Holdings After Transaction: Common Stock — 225,857 shares (Direct, null)

Footnotes (1)

The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 31, 2025. This transaction was executed in multiple trades at prices ranging from $18.66 to $19.78. 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 9,153 shares underlying restricted stock units. 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. 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 January 2, 2026.

Key Figures

Shares sold: 50,000 shares Sale price: $19.09 per share Shares acquired via ESPP: 3,056 shares +3 more

6 metrics

Shares sold 50,000 shares Open-market sale on June 30, 2026 at weighted average price

Sale price $19.09 per share Weighted average across trades from $18.66 to $19.78

Shares acquired via ESPP 3,056 shares Acquired on June 30, 2026 under 2020 Employee Stock Purchase Plan

ESPP purchase price $6.95 per share Set at 85% of closing price on January 2, 2026

Shares held after transactions 225,857 shares Direct common stock holdings following June 30, 2026 transactions

RSUs included in holdings 9,153 shares Shares underlying restricted stock units included in total holdings

Key Terms

Rule 10b5-1 trading plan, restricted stock units, Employee Stock Purchase Plan, 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 on October 31, 2025."

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 9,153 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.

Employee Stock Purchase Plan financial

"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)."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

weighted average sale price financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:13 PM Accepted by SEC EDGAR 07/02/2026 - 04:12 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)
06/30/2026

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	06/30/2026		S⁽¹⁾		50,000	D	$19.09⁽²⁾	225,857⁽³⁾	D
Common Stock	06/30/2026		A⁽⁴⁾	V	3,056	A	$6.95⁽⁵⁾	228,913⁽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)
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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 31, 2025.

2. This transaction was executed in multiple trades at prices ranging from $18.66 to $19.78. 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 9,153 shares underlying restricted stock units.

4. 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.

5. 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 January 2, 2026.

Remarks:

Chief Corporate Development Officer

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	07/02/2026
	** 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 transactions did Peter Rahmer report for Relay Therapeutics (RLAY)?

Peter Rahmer reported selling 50,000 shares of Relay Therapeutics common stock and acquiring 3,056 shares through the employee stock purchase plan. Both transactions occurred on June 30, 2026, and were reported as direct holdings in the Form 4 filing.

At what prices did the Relay Therapeutics (RLAY) insider transactions occur?

The 50,000-share sale was executed at a weighted average price of $19.09 per share, across trades from $18.66 to $19.78. The 3,056 ESPP shares were acquired at $6.95 per share, calculated under the plan’s 85% pricing formula.

How many Relay Therapeutics (RLAY) shares does Peter Rahmer hold after these transactions?

After the reported June 30, 2026 transactions, Peter Rahmer directly holds 225,857 shares of Relay Therapeutics common stock. This figure includes 9,153 shares underlying restricted stock units, as specifically disclosed in the Form 4 footnotes.

How were the ESPP shares for Relay Therapeutics (RLAY) priced in this filing?

The ESPP shares were purchased at $6.95 per share, equal to 85% of the closing price of Relay Therapeutics common stock on January 2, 2026. This discount and pricing date are set by the company’s 2020 Employee Stock Purchase Plan.