Relay Therapeutics (NASDAQ: RLAY) 10% owner SoftBank sells 6M shares

Rhea-AI Filing Summary

Relay Therapeutics, Inc. (RLAY) reported that entities associated with SoftBank sold 6,000,000 shares of its Common Stock on August 25, 2026, in a sale classified as an open market or private transaction at $19.40 per share. The shares are held of record by SVF Pauling (Cayman) Limited, a wholly owned subsidiary of SoftBank Vision Fund (AIV M2) L.P., with SB Investment Advisers (UK) Limited acting as alternative investment fund manager and exclusively responsible for acquisition, financing, voting and disposal decisions. Following this transaction, the reporting structure indicates 21,904,963 shares of Relay Therapeutics Common Stock remain held indirectly by these entities.

Insider Trade Summary

Net Seller: 6,000,000 shares

Net Sell 1 txn

Insider SVF Pauling (Cayman) Ltd, SOFTBANK VISION FUND (AIV M2) L.P., SB INVESTMENT ADVISERS (UK) LTD

Role 10% Owner | 10% Owner | 10% Owner

Sold 6,000,000 shs ($116.40M)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	6,000,000	$19.40	$116.40M

Holdings After Transaction: Common Stock — 21,904,963 shares (Indirect, See footnote)

Footnotes (1)

1. F1. Securities held of record by SVF Pauling (Cayman) Limited, a wholly owned subsidiary of SoftBank Vision Fund (AIV M2) L.P. ("AIV M2"). SB Investment Advisers (UK) Limited ("SBIA UK") has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing AIV M2 in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of AIV M2, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing, voting and disposal of SVF Pauling (Cayman) Limited's investments.

Key Figures

Shares sold: 6,000,000 shares of Common Stock Sale price per share: $19.40 per share Shares held after transaction: 21,904,963 shares of Common Stock +2 more

5 metrics

Shares sold 6,000,000 shares of Common Stock Sale on August 25, 2026 by SoftBank-associated entities

Sale price per share $19.40 per share Price for the 6,000,000-share sale on August 25, 2026

Shares held after transaction 21,904,963 shares of Common Stock Indirect holdings reported following the August 25, 2026 sale

Number of reporting persons 3 reporting persons SVF Pauling (Cayman) Ltd, SoftBank Vision Fund (AIV M2) L.P., SB Investment Advisers (UK) Limited

Ten percent owner status 3 ten percent owners Each reporting person is identified as a ten percent owner of Relay Therapeutics

Key Terms

ten percent owner, alternative investment fund manager, Alternative Investment Fund Managers Directive, indirect ownership

4 terms

ten percent owner regulatory

"each reporting person is identified as a ten percent owner"

alternative investment fund manager financial

"SBIA UK has been appointed as alternative investment fund manager ("AIFM")"

An alternative investment fund manager is a firm or individual that runs pooled investment vehicles that buy non-traditional assets—such as private equity, hedge funds, real estate, commodities or infrastructure—rather than publicly traded stocks and bonds. Investors care because these managers seek higher or different types of returns and risks, charge specialized fees, and often use less liquid strategies, so they can materially affect portfolio risk, return and access to opportunities.

Alternative Investment Fund Managers Directive regulatory

"in accordance with the Alternative Investment Fund Managers Directive"

indirect ownership financial

"total_shares_following_transaction marked with ownership_code I for indirect"

FAQ

What insider transaction did Relay Therapeutics (RLAY) disclose in this Form 4?

Relay Therapeutics disclosed that entities associated with SoftBank sold 6,000,000 shares of its Common Stock on August 25, 2026 in a transaction coded as a sale in an open market or private transaction at $19.40 per share.

How many Relay Therapeutics (RLAY) shares do the reporting entities hold after the sale?

After the reported sale, the filing shows that the reporting structure associated with SoftBank entities holds 21,904,963 shares of Relay Therapeutics Common Stock indirectly.

Who are the reporting persons in the Relay Therapeutics (RLAY) Form 4?

The reporting persons are SVF Pauling (Cayman) Ltd, SoftBank Vision Fund (AIV M2) L.P., and SB Investment Advisers (UK) Limited, each identified as a ten percent owner of Relay Therapeutics.

At what price were the Relay Therapeutics (RLAY) shares sold by the SoftBank-related entities?

The Form 4 reports that the 6,000,000 shares of Relay Therapeutics Common Stock were sold at $19.40 per share in the disclosed transaction.

How are the sold Relay Therapeutics (RLAY) shares held and managed according to the filing?

The securities are held of record by SVF Pauling (Cayman) Limited, a wholly owned subsidiary of SoftBank Vision Fund (AIV M2) L.P., while SB Investment Advisers (UK) Limited acts as alternative investment fund manager and is exclusively responsible for investment, voting, and disposal decisions.

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

The filing’s Rule 10b5-1 checkbox is not affirmed (set to false), and the footnotes do not state that the 6,000,000-share sale was made pursuant to a Rule 10b5-1 trading plan.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/28/2026 - 09:02 AM Accepted by SEC EDGAR 08/28/2026 - 09:01 AM Learn about SEC filing dates

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

X

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^*

SVF Pauling (Cayman) Ltd

(Last) (First) (Middle)

C/O WALKERS, 190 ELGIN AVENUE

(Street)

GEORGE TOWN CAYMAN ISLANDS KY1-9008

(City) (State) (Zip)

CAYMAN ISLANDS

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/25/2026		S		6,000,000	D	$19.4	21,904,963	I	See footnote(1)

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

1. Name and Address of Reporting Person^*

SVF Pauling (Cayman) Ltd

(Last) (First) (Middle)

C/O WALKERS, 190 ELGIN AVENUE

(Street)

GEORGE TOWN CAYMAN ISLANDS KY1-9008

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SOFTBANK VISION FUND (AIV M2) L.P.

(Last) (First) (Middle)

1521 CONCORD PIKE

(Street)

WILMINGTON, DELAWARE 19803

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SB INVESTMENT ADVISERS (UK) LTD

(Last) (First) (Middle)

69 GROSVENOR STREET

(Street)

LONDON, UNITED KINGDOM W1K 3JP

(City) (State) (Zip)

UNITED KINGDOM

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Securities held of record by SVF Pauling (Cayman) Limited, a wholly owned subsidiary of SoftBank Vision Fund (AIV M2) L.P. ("AIV M2"). SB Investment Advisers (UK) Limited ("SBIA UK") has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing AIV M2 in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of AIV M2, SBIA UK is exclusively responsible for making all decisions related to the acquisition, structuring, financing, voting and disposal of SVF Pauling (Cayman) Limited's investments.

	SVF Pauling (Cayman) Limited, By: /s/ Nilani Perera, Director	08/27/2026
	SoftBank Vision Fund (AIV M2) L.P., By: SB Investment Advisers (UK) Limited, its manager, By: /s/ Amanda Sanchez-Barry, General Counsel	08/27/2026
	SB Investment Advisers (UK) Limited, By: /s/ Amanda Sanchez-Barry, General Counsel	08/27/2026
	** 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)