Form 4: Relay Therapeutics CFO Sells Shares for Tax Obligations

Relay Therapeutics' Chief Financial Officer, Thomas Catinazzo, sold shares of common stock on January 27 and 28, 2026, to cover income tax withholding obligations related to RSU vesting.

Summary

• Thomas Catinazzo, Chief Financial Officer of Relay Therapeutics, Inc. (RLAY), executed sales of common stock on two separate dates in January 2026.
• On January 27, 2026, 13,820 shares were sold at a price of $7.62 per share. This transaction was specifically to cover income tax withholding obligations arising from the vesting of 42,394 restricted stock units (RSUs) on January 26, 2026.
• An additional 1,695 shares were sold on January 28, 2026, at $8.45 per share. This sale was also for income tax withholding obligations, following the vesting of 5,724 RSUs on January 27, 2026.
• Both sales were non-discretionary and conducted in accordance with the Issuer's policies regarding RSU vesting, as indicated by the Rule 10b5-1(c) checkbox.
• Following these reported transactions, Catinazzo beneficially owns 249,301 shares of common stock, which includes 13,075 shares underlying RSUs.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it involves a sale of shares, it's a routine, non-discretionary transaction to cover tax obligations on vested equity, which is a positive for the executive's compensation.

Positives

• The vesting of 42,394 and 5,724 restricted stock units (RSUs) signifies continued compensation and retention of a key executive.
• The transactions were non-discretionary and executed solely to cover tax withholding, indicating a routine compensation event rather than a voluntary divestment.
• The sales were made pursuant to a Rule 10b5-1(c) plan, which suggests pre-arranged sales and mitigates concerns about opportunistic insider selling.

Negatives

• The sales resulted in a reduction of Thomas Catinazzo's direct beneficial ownership of common stock by a total of 15,515 shares.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine sales by executives to cover tax obligations upon RSU vesting are common across the biotechnology and pharmaceutical industries, where equity compensation forms a significant part of executive pay packages. These transactions are generally viewed as administrative rather than indicative of a change in management's outlook on the company's prospects, especially when executed under a Rule 10b5-1 plan.

Comparison to Industry Standards

• StockSavvy.ai observes that the practice of selling shares to cover tax liabilities upon RSU vesting is a standard industry practice for equity compensation.
• Companies like Moderna (MRNA), Pfizer (PFE), and Amgen (AMGN) frequently report similar Form 4 filings for their executives, reflecting the common mechanism for managing tax implications of vested equity awards.
• The specific volume and value of shares sold are proportional to the executive's compensation structure and the company's stock price at the time of vesting, aligning with typical executive compensation practices in the biotech sector.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine, non-discretionary sales for tax purposes, not indicative of a change in executive confidence. The total shares sold represent a small fraction of the company's outstanding shares.
• Management: Thomas Catinazzo benefits from the vesting of RSUs and the subsequent tax coverage, indicating continued compensation and retention.

Key Dates

Recommendation

The filing details routine, non-discretionary sales by the CFO to cover tax obligations related to RSU vesting, executed under a Rule 10b5-1 plan. These transactions are administrative in nature and do not signal a change in the company's fundamentals or the executive's confidence. Therefore, the filing itself does not provide a basis for a change in investment recommendation, suggesting a 'hold' position based solely on this information.

Keywords

Relay Therapeutics, RLAY, Form 4, Insider Trading, Stock Sale, CFO, Thomas Catinazzo, Restricted Stock Units, RSU Vesting, Tax Withholding, Equity Compensation, Rule 10b5-1