RLAY CEO sells 62,073 shares at $7 to cover RSU taxes

Relay Therapeutics (RLAY) reported an insider transaction by its President and CEO (also a Director).

Accepted by SEC EDGAR 11/04/2025 - 04:10 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Relay Therapeutics (RLAY) reported an insider transaction by its President and CEO (also a Director). On 11/03/2025, the executive sold 62,073 shares of common stock at $7 per share. The filing states this sale covered income tax withholding tied to the vesting of 136,853 RSUs on 10/31/2025, and the executive had no discretion over the sale.

After the transaction, the executive beneficially owned 703,215 shares directly, which includes 136,854 shares underlying RSUs. Additional holdings of 199,548 shares and 687,355 shares are held by irrevocable family trusts; beneficial ownership of those trust shares is disclaimed.

Insider Trade Summary

Net Seller: 62,073 shares

Net Sell 1 txn

Insider Patel Sanjiv

Role President and CEO

Sold 62,073 shs ($435K)

Type	Security	Shares	Price	Value
Sale	Common Stock	62,073	$7.00	$435K
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 703,215 shares (Direct); Common Stock — 199,548 shares (Indirect, By The Patel Family Irrevocable Trust of 2019); Common Stock — 687,355 shares (Indirect, By The SSP Irrevocable Trust of 2020)

Footnotes (3)

1. F1. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 136,853 shares of restricted stock units ("RSUs") on October 31, 2025. 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. F2. Includes 136,854 shares underlying RSUs.
3. F3. These shares are held in irrevocable trusts for the benefit of the reporting person's family members. An independent trustee is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

FAQ

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

What did RLAY's CEO report on Form 4?

A sale of 62,073 shares at $7 on 11/03/2025 to cover tax withholding from RSU vesting.

How many RSUs vested for the RLAY CEO?

136,853 RSUs vested on 10/31/2025, prompting the sale to cover taxes.

What is the CEO's direct ownership after the transaction?

Direct beneficial ownership is 703,215 shares, including 136,854 underlying RSU shares.

Were any sales discretionary?

No. The filing states the sale was to cover tax withholding and the executive had no discretion.

Are there additional shares held indirectly for the CEO?

Yes: 199,548 and 687,355 shares are held by family trusts; beneficial ownership is disclaimed.

Does this filing indicate an open‑market sale for personal reasons?

It identifies a tax-withholding sale related to RSU vesting, per the company’s policies.

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

Form 4 Insider Transactions: What Each Field Means →

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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).

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^*

Patel Sanjiv

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025		S		62,073(1)	D	$7	703,215(2)	D
Common Stock								199,548	I	By The Patel Family Irrevocable Trust of 2019(3)
Common Stock								687,355	I	By The SSP Irrevocable Trust of 2020(3)

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. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 136,853 shares of restricted stock units ("RSUs") on October 31, 2025. 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 136,854 shares underlying RSUs.

3. These shares are held in irrevocable trusts for the benefit of the reporting person's family members. An independent trustee is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Soo-Yeun Lim, as Attorney-in-Fact	11/04/2025
	** 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.