Relay Therapeutics CEO sells 48K shares at $18.94

Relay Therapeutics’ CEO sold shares under a pre-arranged Rule 10b5-1 plan but continues to hold a substantial direct and indirect equity position.

Rhea-AI Filing Summary

Relay Therapeutics, Inc. (RLAY) President and CEO Sanjiv Patel reported a sale of 48,199 shares of common stock on September 8, 2026 at a weighted average price of $18.94 per share, executed pursuant to a Rule 10b5-1 trading plan adopted on October 30, 2025.

After this sale, he holds 519,500 shares directly and additional shares indirectly through family irrevocable trusts, for which he disclaims beneficial ownership.

Insider Trade Summary 10b5-1

Net Seller: 48,199 shares

Net Sell 3 txns

Insider Patel Sanjiv

Role President and CEO

Sold 48,199 shs ($913K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	48,199	$18.94	$913K
holding	Common Stock F3	--	--	--
holding	Common Stock F3	--	--	--

Holdings After Transaction: Common Stock — 519,500 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. 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 $18.33 to $19.25. 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. 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.

Key Figures

Shares sold: 48,199 shares Weighted average sale price: $18.94 per share Sale price range: $18.33–$19.25 per share +4 more

7 metrics

Shares sold 48,199 shares Common stock sale reported for September 8, 2026

Weighted average sale price $18.94 per share Open market or private sale on September 8, 2026

Sale price range $18.33–$19.25 per share Multiple trades making up the reported transaction

Direct holdings after transaction 519,500 shares Common stock held directly by Sanjiv Patel after the sale

Patel Family Irrevocable Trust holdings 199,548 shares Common stock held indirectly via The Patel Family Irrevocable Trust of 2019

SSP Irrevocable Trust holdings 687,355 shares Common stock held indirectly via The SSP Irrevocable Trust of 2020

Rule 10b5-1 plan adoption date October 30, 2025 Date the CEO adopted the trading plan used for this sale

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, irrevocable trusts, beneficial ownership, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan"

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.

weighted average sale price financial

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

irrevocable trusts financial

"These shares are held in irrevocable trusts for the benefit of the reporting person's family"

beneficial ownership regulatory

"The reporting person disclaims beneficial ownership of these securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

independent trustee financial

"An independent trustee is trustee of the trusts"

FAQ

What did RLAY CEO Sanjiv Patel report in this Form 4 transaction?

He reported a sale of 48,199 shares of Relay Therapeutics common stock on September 8, 2026 at a weighted average price of $18.94 per share, classified as a sale in an open market or private transaction.

Was the RLAY CEO’s share sale made under a Rule 10b5-1 plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan that Sanjiv Patel adopted on October 30, 2025, according to the filing footnote.

How many RLAY shares does the CEO hold directly after this transaction?

Following the reported sale, Sanjiv Patel holds 519,500 shares of Relay Therapeutics common stock directly, as stated in the post-transaction holdings line.

What indirect RLAY share holdings are reported for the CEO’s family trusts?

The filing lists 199,548 shares held by The Patel Family Irrevocable Trust of 2019 and 687,355 shares held by The SSP Irrevocable Trust of 2020, both as indirect holdings.

Does the RLAY CEO claim beneficial ownership of the shares in the family trusts?

No. The filing states these shares are held in irrevocable trusts for his family members, with an independent trustee, and that he disclaims beneficial ownership of these securities.

How was the sale price range for the RLAY CEO’s transaction described?

The sale was executed in multiple trades at prices ranging from $18.33 to $19.25 per share, with the reported $18.94 figure representing the weighted average sale price.

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

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Available on EDGAR 09/09/2026 - 04:13 PM Accepted by SEC EDGAR 09/09/2026 - 04:12 PM 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

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^*

Patel Sanjiv

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

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	09/08/2026		S(1)		48,199	D	$18.94(2)	519,500	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. 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 $18.33 to $19.25. 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. 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.

	/s/ Soo-Yeun Lim, as attorney-in-fact	09/09/2026
	** 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)