Form 4: Relay Therapeutics CFO Sells Shares for Tax Obligations

Relay Therapeutics' Chief Financial Officer, Thomas Catinazzo, sold shares of common stock on two separate dates in July 2025 to satisfy tax withholding obligations related to restricted stock unit vesting.

Summary

• Thomas Catinazzo, Chief Financial Officer of Relay Therapeutics, Inc. (RLAY), reported sales of common stock.
• On July 28, 2025, 1,701 shares were sold at a price of $3.74 per share.
• On July 29, 2025, an additional 18,380 shares were sold at a price of $3.68 per share.
• The total number of shares sold across both transactions was 20,081.
• These sales were executed to cover income tax withholding obligations upon the vesting of restricted stock units (RSUs).
• The sales were non-discretionary and transacted in accordance with the Issuer's policies regarding RSU vesting.
• Following these transactions, Thomas Catinazzo beneficially owns 335,295 shares, which includes 158,123 shares underlying RSUs.

Sentiment

Score: 7

Explanation: The filing reports routine, non-discretionary insider sales for tax purposes, which is a neutral to slightly positive signal as it does not indicate a lack of confidence from the executive.

Positives

• The sales were non-discretionary, indicating they were not driven by a lack of confidence in the company's future performance by the CFO.
• The transactions are a routine part of executive compensation and tax planning related to RSU vesting.

Negatives

• A reduction in direct share ownership by a key executive, even if for tax purposes, could be misinterpreted by some market participants as a negative signal.

Risks

• No specific new risks are introduced by this filing; it reports a routine transaction.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

Insider transactions, particularly 'sell-to-cover' sales for tax obligations upon RSU vesting, are common and routine occurrences across all industries for publicly traded companies. They are a standard part of executive compensation and tax management.

Comparison to Industry Standards

• The practice of executives selling shares to cover tax withholding obligations upon RSU vesting is a standard and widely accepted practice across all industries, including the biotechnology and pharmaceutical sectors where Relay Therapeutics operates.
• These transactions are typically pre-arranged and non-discretionary, similar to how executives at companies like Moderna (MRNA) or Pfizer (PFE) would handle RSU vesting and associated tax liabilities.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine, non-discretionary sales for tax purposes and do not signal a change in company fundamentals or executive confidence.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

The reported transactions are routine 'sell-to-cover' sales by the Chief Financial Officer to satisfy tax obligations upon the vesting of restricted stock units. These are non-discretionary sales and do not indicate a change in management's outlook or confidence in the company. Therefore, the filing itself does not provide a basis for a change in investment recommendation.

Keywords

Relay Therapeutics, RLAY, Form 4, Insider Trading, Stock Sale, CFO, Restricted Stock Units, Tax Withholding, Beneficial Ownership