Relay Therapeutics CFO sells shares after option exercise

Relay Therapeutics, Inc. Chief Financial Officer Thomas Catinazzo reported option exercises and share sales.

Accepted by SEC EDGAR 04/09/2026 - 08:55 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Relay Therapeutics, Inc. Chief Financial Officer Thomas Catinazzo reported option exercises and share sales. On April 9, 2026, he exercised a stock option to acquire 1,800 shares of common stock at $5.22 per share and then sold 1,800 shares at $15.00 per share.

On April 7, 2026, he sold an additional 17,717 shares of common stock at a weighted average price of $13.01 per share, with trades executed between $12.42 and $13.46. The filing states these transactions were made under a Rule 10b5-1 trading plan. After these transactions, he directly owns 213,867 shares, including 13,075 shares underlying restricted stock units.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Catinazzo Thomas

Role Chief Financial Officer

Sold 19,517 shs ($257K)

Approx. gross sale proceeds $257K

Approx. exercise cost $9K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	1,800	$0.00	$0.00
Exercise	Common Stock	1,800	$5.22	$9K
Sale	Common Stock	1,800	$15.00	$27K
Sale	Common Stock	17,717	$13.01	$230K

Holdings After Transaction: Stock Option (Right to Buy) — 61,563 contracts (Direct); Common Stock — 213,867 shares (Direct)

Footnotes (4)

1. F1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025.
2. F2. This transaction was executed in multiple trades at prices ranging from $12.42 to $13.46. 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. F3. Includes 13,075 shares underlying restricted stock units.
4. F4. On March 2, 2020, the reporting person was granted an option to purchase 63,363 shares of common stock, subject to determination by the Board of Directors of the Issuer (the "Board") that the Issuer met, in whole or in part, certain milestones (the "2020 Option Grant Criteria"). On June 23, 2020, the Board determined that the 2020 Option Grant Criteria related to 25% of the option had been achieved, and the shares underlying 25% of this option, or 15,841 shares, commenced vesting in sixteen (16) equal quarterly installments following September 23, 2020. On December 11, 2020, the Board determined that the 2020 Option Grant Criteria related to the remaining 75% of the option had been achieved. The shares underlying 75% of this option, or 47,522 shares, vested in sixteen (16) equal quarterly installments following March 11, 2021.

Key Figures

Option exercise shares: 1,800 shares Option exercise price: $5.22/share Shares sold at $15.00: 1,800 shares +5 more

8 metrics

Option exercise shares 1,800 shares Stock option exercise into common stock on April 9, 2026

Option exercise price $5.22/share Exercise price for 1,800-share stock option

Shares sold at $15.00 1,800 shares Common stock sale on April 9, 2026

Shares sold at $13.01 avg 17,717 shares Weighted average sale price on April 7, 2026

Total shares sold 19,517 shares Net sell shares in this Form 4

Post-transaction holdings 213,867 shares Directly owned Relay Therapeutics common stock after transactions

RSUs included in holdings 13,075 shares Shares underlying restricted stock units within total holdings

Option expiration March 1, 2030 Expiration date of the original stock option grant

Key Terms

Rule 10b5-1 trading plan, restricted stock units, weighted average sale price, Stock Option (Right to Buy), +2 more

6 terms

Rule 10b5-1 trading plan financial

"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 13,075 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.

weighted average sale price financial

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

Stock Option (Right to Buy) financial

"security_title": "Stock Option (Right to Buy)""

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.

milestones financial

"the Issuer met, in whole or in part, certain milestones (the "2020 Option Grant Criteria")"

Milestones are specific, measurable progress points a company aims to reach during a project—like completing a clinical trial step, securing a regulatory approval, or hitting a sales target. They matter to investors because each checkpoint reduces uncertainty about the business plan, can trigger payments or changes in valuation, and often signals whether future revenue or growth is likely, similar to passing checkpoints on a racecourse that show how close you are to the finish line.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Relay Therapeutics (RLAY) CFO report?

Relay Therapeutics CFO Thomas Catinazzo exercised options for 1,800 shares at $5.22 and sold a total of 19,517 common shares. The sales occurred at $15.00 and at a weighted average of $13.01, according to the Form 4 filing.

How many Relay Therapeutics (RLAY) shares did the CFO sell in this Form 4?

The CFO sold 19,517 shares of Relay Therapeutics common stock. This includes 1,800 shares sold at $15.00 and 17,717 shares sold at a weighted average price of $13.01, with trades executed between $12.42 and $13.46.

Were Relay Therapeutics (RLAY) CFO share sales 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 plans pre-schedule trades, making the timing more routine and less discretionary than ad hoc market transactions.

What is the Relay Therapeutics (RLAY) CFO’s share ownership after these transactions?

After these transactions, the CFO directly owns 213,867 Relay Therapeutics common shares. This total includes 13,075 shares underlying restricted stock units, which generally vest over time according to the company’s equity compensation terms.

What option exercise did the Relay Therapeutics (RLAY) CFO report?

He exercised a stock option covering 1,800 underlying shares of common stock at an exercise price of $5.22 per share. The option was originally part of a larger grant that vested over time upon the company meeting specified milestone-based criteria.

At what prices were the Relay Therapeutics (RLAY) CFO’s April 7 sales executed?

The April 7, 2026 sale of 17,717 shares used a weighted average price of $13.01 per share. Individual trades occurred within a price range from $12.42 to $13.46, as disclosed in the transaction footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
04/07/2026

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	04/07/2026		S(1)		17,717	D	$13.01(2)	213,867(3)	D
Common Stock	04/09/2026		M(1)		1,800	A	$5.22	215,667(3)	D
Common Stock	04/09/2026		S(1)		1,800	D	$15	213,867(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
Stock Option (Right to Buy)	$5.22	04/09/2026		M(1)			1,800	(4)	03/01/2030	Common Stock	1,800	$0.00	61,563	D

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 $12.42 to $13.46. 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 13,075 shares underlying restricted stock units.

4. On March 2, 2020, the reporting person was granted an option to purchase 63,363 shares of common stock, subject to determination by the Board of Directors of the Issuer (the "Board") that the Issuer met, in whole or in part, certain milestones (the "2020 Option Grant Criteria"). On June 23, 2020, the Board determined that the 2020 Option Grant Criteria related to 25% of the option had been achieved, and the shares underlying 25% of this option, or 15,841 shares, commenced vesting in sixteen (16) equal quarterly installments following September 23, 2020. On December 11, 2020, the Board determined that the 2020 Option Grant Criteria related to the remaining 75% of the option had been achieved. The shares underlying 75% of this option, or 47,522 shares, vested in sixteen (16) equal quarterly installments following March 11, 2021.

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	04/09/2026
	** 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)