Form 4: Relay Therapeutics CFO Sells Shares for Tax Obligations

Relay Therapeutics' Chief Financial Officer, Thomas Catinazzo, sold 21,664 shares of common stock to cover tax obligations related to RSU vesting.

Summary

• Thomas Catinazzo, Chief Financial Officer of Relay Therapeutics, Inc. (RLAY), reported a sale of common stock.
• The transaction involved 21,664 shares sold at a price of $7.29 per share.
• The sale occurred on October 28, 2025.
• The purpose of the sale was to cover income tax withholding obligations arising from the vesting of 48,115 restricted stock units (RSUs) on October 27, 2025.
• This was a non-discretionary sale, executed in accordance with the company's policies and a Rule 10b5-1 plan.
• Following the transaction, Catinazzo beneficially owns 313,631 shares, including 110,008 shares underlying RSUs.

Sentiment

Score: 5

Explanation: The transaction is a routine 'sell-to-cover' for tax obligations upon RSU vesting, which is a neutral event for the company's stock performance. It does not reflect a discretionary decision by the insider to sell shares due to a change in outlook.

Positives

• Vesting of 48,115 restricted stock units (RSUs) for the CFO, indicating compensation realization.

Future Outlook

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

Industry Context

Sell-to-cover transactions for tax obligations upon equity award vesting are a standard and routine practice for executives across all industries, particularly in the biotechnology sector where equity compensation is a significant component of executive pay.

Comparison to Industry Standards

• This type of transaction is a common occurrence for executives in publicly traded companies, aligning with standard compensation practices involving restricted stock units (RSUs).
• The execution under a Rule 10b5-1 plan is a widely adopted practice among corporate insiders to manage stock transactions in compliance with insider trading regulations, similar to practices seen at companies like Moderna (MRNA) or Pfizer (PFE) for their executives.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a non-discretionary, tax-related sale, not indicative of a change in management's confidence in the company's prospects.
• Employees: No direct impact from this specific transaction.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary 'sell-to-cover' transaction by the CFO to satisfy tax obligations upon RSU vesting. Such transactions are common and do not typically signal a change in management's confidence or the company's fundamentals. Therefore, it provides no new information to alter an existing investment thesis, warranting a 'hold' recommendation.

Keywords

Relay Therapeutics, RLAY, Form 4, insider trading, stock sale, RSU vesting, Thomas Catinazzo, CFO