Form 4: Relay Therapeutics CEO Reports Stock Transactions

Relay Therapeutics CEO Sanjiv Patel reported an acquisition of shares through an employee stock purchase plan and a sale of shares to cover tax obligations related to RSU vesting.

Summary

• Sanjiv Patel, President and CEO, and a Director of Relay Therapeutics, Inc. (RLAY), reported recent stock transactions.
• On December 31, 2025, Patel acquired 994 shares of common stock at a price of $2.99 per share through the company's 2020 Employee Stock Purchase Plan (ESPP). This price represents 85% of the closing price on July 1, 2025.
• On January 6, 2026, Patel sold 43,168 shares of common stock at $7.82 per share. This sale was executed to cover income tax withholding obligations arising from the vesting of 136,854 restricted stock units (RSUs) on January 5, 2026.
• Following these transactions, Patel directly beneficially owns 661,041 shares, which includes 136,854 shares underlying RSUs.
• Additionally, 199,548 shares are held indirectly by The Patel Family Irrevocable Trust of 2019, and 687,355 shares by The SSP Irrevocable Trust of 2020, though Patel disclaims beneficial ownership of these trust-held securities.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (ESPP acquisition and tax-related sale) which are neutral in sentiment and expected for an executive managing equity compensation.

Positives

• Acquisition of 994 shares through the Employee Stock Purchase Plan (ESPP) at a discounted price of $2.99, indicating participation in employee benefit programs.

Negatives

• Sale of 43,168 shares at $7.82 to cover tax withholding obligations, which reduces direct beneficial ownership.

Future Outlook

NA

Management Comments

• 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.
• 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.

Industry Context

This Form 4 filing details routine insider transactions for Relay Therapeutics' CEO, which are common for executives managing equity compensation and tax obligations. It does not provide broader industry context or trends.

Related Party Transactions

• Shares held indirectly by The Patel Family Irrevocable Trust of 2019 and The SSP Irrevocable Trust of 2020 for the benefit of the reporting person's family members. The reporting person disclaims beneficial ownership of these securities.

Stakeholder Impact

• Shareholders: Minor impact from routine insider transactions; the sale for tax purposes is a common occurrence and not indicative of a change in management's view of the company.
• Employees: The ESPP acquisition highlights the availability of employee stock purchase plans, which can be a positive for employee retention and alignment.

Key Dates

Recommendation

The filing details routine insider transactions, including an ESPP acquisition and a tax-related sale of shares upon RSU vesting. These are standard events for executives managing equity compensation and do not provide new fundamental information to warrant a change in investment recommendation. The transactions are neutral in nature and do not signal a significant positive or negative shift in the company's outlook or the insider's confidence beyond what is already known.

Keywords

Relay Therapeutics, RLAY, Sanjiv Patel, Form 4, Insider Trading, Stock Transaction, ESPP, RSU, Beneficial Ownership, CEO, Director