Relay Therapeutics (NASDAQ: RLAY) officer covers RSU tax sales

Rhea-AI Filing Summary

Relay Therapeutics officer reports ESPP purchase and tax sales. Chief Corporate Development Officer Peter Rahmer bought 994 shares of Relay Therapeutics common stock on December 31, 2025 under the 2020 Employee Stock Purchase Plan at $2.99 per share, a transaction the company notes is voluntarily reported.

On January 27, 2026 he sold 11,684 shares at $7.62 per share, and on January 28, 2026 he sold 1,354 shares at $8.45 per share. Footnotes state both sales were made only to cover income tax withholding on vesting RSUs, with no discretion over the sales. After these transactions, he beneficially owned 276,610 shares, including shares underlying RSUs.

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

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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 MA 02139

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/31/2025		A(1)	V	994	A	$2.99(2)	338,463(3)	D
Common Stock	01/27/2026		S		11,684(4)	D	$7.62	277,964(5)	D
Common Stock	01/28/2026		S		1,354(6)	D	$8.45	276,610(7)	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 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.

2. 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 July 1, 2025.

3. Includes 108,919 shares underlying restricted stock units ("RSUs").

4. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 42,394 shares of RSUs on January 26, 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.

5. Includes 17,710 shares underlying RSUs.

6. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 5,506 shares of RSUs on January 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.

7. Includes 12,204 shares underlying RSUs.

Remarks:

Chief Corporate Development Officer

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	01/29/2026
	** 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.
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FAQ

What insider transactions did Relay Therapeutics (RLAY) report for Peter Rahmer?

Peter Rahmer reported one stock purchase and two stock sales. He acquired 994 shares under the Employee Stock Purchase Plan, then sold 11,684 shares and 1,354 shares in separate transactions to cover income tax withholding obligations tied to restricted stock unit vesting.

How many Relay Therapeutics (RLAY) shares does Peter Rahmer own after these trades?

Peter Rahmer beneficially owned 276,610 shares after the reported trades. This total includes common stock and shares underlying restricted stock units, as indicated in the footnotes accompanying the Form 4 insider transaction disclosure.

Were Peter Rahmer’s Relay Therapeutics (RLAY) share sales discretionary?

The sales were not discretionary according to the filing. Footnotes explain the 11,684-share and 1,354-share sales were executed solely to cover income tax withholding on vesting RSUs, in line with Relay Therapeutics’ policies on restricted stock unit vesting.

At what prices did Peter Rahmer trade Relay Therapeutics (RLAY) stock?

Rahmer bought and sold shares at three different prices. He acquired 994 shares at $2.99 per share under the ESPP, then sold 11,684 shares at $7.62 per share and 1,354 shares at $8.45 per share in subsequent transactions.

What plan was used for Peter Rahmer’s Relay Therapeutics (RLAY) share purchase?

The purchase was made under the 2020 Employee Stock Purchase Plan. The filing notes 994 shares were acquired under Relay Therapeutics’ ESPP, at 85% of the July 1, 2025 closing price, and the transaction is voluntarily reported as exempt under Rule 16b-3.

Why did Relay Therapeutics (RLAY) classify some shares as RSUs for Peter Rahmer?

The filing identifies portions of his holdings as RSU-based. Footnotes state that his beneficial ownership totals include shares underlying restricted stock units, reflecting equity awards that vest over time as part of his compensation.