Relay Therapeutics (RLAY) R&D president reports automatic tax-withholding stock sales

Rhea-AI Filing Summary

Relay Therapeutics President of R&D Donald A. Bergstrom reported automatic sales of common stock to cover tax withholding on recently vested RSUs. On January 27, 2026, 18,895 shares were sold at $7.62 per share, and on January 28, 2026, 2,686 shares were sold at $8.45 per share.

The footnotes state these transactions were executed without his discretion under company policies when 59,550 and 9,072 RSUs vested. After these transactions, he beneficially owned 420,047 shares, including 20,049 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^*

Bergstrom Donald A

(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)
	President, R&D

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	01/27/2026		S		18,895(1)	D	$7.62	422,733(2)	D
Common Stock	01/28/2026		S		2,686(3)	D	$8.45	420,047(4)	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. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 59,550 shares of restricted stock units ("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.

2. Includes 29,121 shares underlying RSUs.

3. Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 9,072 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.

4. Includes 20,049 shares underlying RSUs.

	/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.
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FAQ

What insider transaction did Relay Therapeutics (RLAY) report for Donald A. Bergstrom?

Relay Therapeutics reported that Donald A. Bergstrom sold common stock in two transactions to cover tax withholding on vested RSUs. The sales occurred on January 27 and 28, 2026, and were executed automatically under company policies without his trading discretion.

How many Relay Therapeutics (RLAY) shares did Donald A. Bergstrom sell and at what prices?

Donald A. Bergstrom sold 18,895 Relay Therapeutics shares at $7.62 per share on January 27, 2026, and 2,686 shares at $8.45 per share on January 28, 2026. Both transactions were coded as sales of non-derivative common stock.

Why did Donald A. Bergstrom’s Relay Therapeutics (RLAY) shares get sold in these Form 4 transactions?

The shares were sold to satisfy income tax withholding obligations triggered by RSU vesting. Footnotes explain the sales followed vesting of 59,550 RSUs on January 26, 2026, and 9,072 RSUs on January 27, 2026, under Relay Therapeutics’ RSU vesting policies.

Did Donald A. Bergstrom control the timing of his Relay Therapeutics (RLAY) stock sales?

No. The filing states he had no discretion over these sales. They were processed in accordance with Relay Therapeutics’ policies for RSU vesting and related tax withholding, meaning the transactions were administrative rather than discretionary trading decisions by the executive.

How many Relay Therapeutics (RLAY) shares does Donald A. Bergstrom still own after these transactions?

After the reported transactions, Donald A. Bergstrom beneficially owned 420,047 Relay Therapeutics shares. Footnotes indicate this total includes 20,049 shares underlying restricted stock units, reflecting both directly held stock and unvested equity awards.

What is Donald A. Bergstrom’s role at Relay Therapeutics (RLAY) mentioned in this Form 4?

Donald A. Bergstrom is identified as an officer of Relay Therapeutics with the title “President, R&D.” This role indicates executive-level responsibility for research and development activities at the company, making his equity holdings and filings relevant to investors tracking insider ownership.