Form 4: Relay Therapeutics CEO Sells Shares to Cover Tax Obligations Following RSU Vesting

Relay Therapeutics' President and CEO, Sanjiv Patel, sold 61,379 shares of common stock to satisfy tax withholding obligations related to RSU vesting.

Summary

• Sanjiv Patel, President and CEO, and a Director of Relay Therapeutics, Inc. (RLAY), reported transactions on July 9, 2025.
• Patel sold a total of 61,379 shares of Relay Therapeutics common stock at a price of $3.57 per share.
• These sales were non-discretionary and conducted to cover income tax withholding obligations arising from the vesting of 136,853 restricted stock units (RSUs) on July 8, 2025.
• Following these transactions, Patel's direct beneficial ownership stands at 765,288 shares, which includes 273,707 shares underlying RSUs.
• Additionally, 199,548 shares are held by The Patel Family Irrevocable Trust of 2019, and 687,355 shares are held by The SSP Irrevocable Trust of 2020, for which Patel disclaims beneficial ownership.

Sentiment

Score: 5

Explanation: Neutral. The transaction is a routine, non-discretionary sale to cover tax obligations related to RSU vesting, which is a common practice for executive compensation and does not indicate a change in management's outlook or company performance.

Positives

• The sales were non-discretionary, indicating they were routine transactions to cover tax obligations rather than a discretionary sale signaling a lack of confidence in the company.

Future Outlook

No forward-looking statements or guidance are provided in this document.

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.

Industry Context

This is a routine insider transaction for tax purposes, common across all industries when executives receive equity compensation. It does not reflect specific industry trends.

Comparison to Industry Standards

• This is a standard practice for executives receiving equity compensation. Many companies, including those in the biotechnology and pharmaceutical sectors like Relay Therapeutics, use Restricted Stock Units (RSUs) as part of their compensation structure.
• Sales to cover tax obligations upon RSU vesting are a common and expected occurrence, not indicative of company-specific performance issues or a lack of confidence, unlike discretionary sales.

Related Party Transactions

• Indirect beneficial ownership is reported through The Patel Family Irrevocable Trust of 2019 and The SSP Irrevocable Trust of 2020, which are trusts for the benefit of the reporting person's family members. The reporting person disclaims beneficial ownership of these securities.

Stakeholder Impact

• Shareholders: The sale is a routine, non-discretionary event for tax purposes and is not expected to significantly impact shareholder sentiment or the company's valuation.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on customers, suppliers, or creditors is indicated by this filing.

Key Dates

Recommendation

Keywords

Relay Therapeutics, RLAY, Sanjiv Patel, Form 4, insider trading, stock sale, RSU vesting, tax obligations, beneficial ownership