Form 4: Relay Therapeutics CFO Sells Shares to Cover Tax Obligations and Executes Pre-Planned Trades

Relay Therapeutics' Chief Financial Officer, Thomas Catinazzo, sold shares to cover tax obligations from vesting restricted stock units and executed pre-planned trades, while also receiving new restricted stock units.

Summary

• Thomas Catinazzo, the Chief Financial Officer of Relay Therapeutics, sold 33,753 shares of common stock at $4.63 per share on January 28, 2025, to cover income tax withholding obligations from vesting restricted stock units.
• He also sold 2,283 shares on the same day at $4.63 per share and 2,109 shares on January 29, 2025 at $4.55 per share, and 20,791 shares on January 30, 2025 at $4.42 per share, all under a pre-arranged trading plan.
• Additionally, Catinazzo acquired 139,141 restricted stock units (RSUs) on January 28, 2025, at no cost.
• Following these transactions, Catinazzo beneficially owns 379,431 shares of common stock, including 255,346 shares underlying RSUs.

Sentiment

Score: 5

Explanation: The document reflects routine insider transactions, with sales for tax obligations and pre-planned trades, balanced by the acquisition of new RSUs. There is no indication of significant positive or negative sentiment.

Positives

• The acquisition of 139,141 RSUs indicates continued alignment of the CFO's interests with the company's long-term performance.
• The sales of shares to cover tax obligations are a normal part of RSU vesting and do not necessarily indicate a negative outlook from the CFO.

Negatives

• The sale of shares by the CFO, even for tax purposes, could be perceived negatively by some investors, although it is a common practice.
• The sales were executed at prices ranging from $4.63 to $4.42, indicating a slight downward trend in the stock price during the period of the transactions.

Risks

• While the sales were partly for tax obligations and under a pre-arranged plan, continued sales by insiders could put downward pressure on the stock price.
• The market may react negatively to insider selling, even if it is for routine purposes.

Future Outlook

The document does not contain any forward-looking statements or guidance.

Management Comments

• The reporting person had no discretion with respect to the sales of shares to cover income tax withholding obligations, which were transacted in accordance with the Issuer's policies.
• The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

Industry Context

This is a standard SEC Form 4 filing, which is common for company insiders who trade their company's stock. The transactions are typical for executives who receive stock-based compensation.

Comparison to Industry Standards

• The use of Rule 10b5-1 trading plans is a common practice among corporate executives to avoid accusations of insider trading.
• The sale of shares to cover tax obligations upon vesting of RSUs is a standard practice across the industry.
• The reported transactions are similar to those of other executives in comparable biotech companies who receive stock-based compensation.

Stakeholder Impact

• The transactions may have a minor impact on shareholders, as insider selling can sometimes be perceived negatively.
• The vesting of RSUs and subsequent tax-related sales are a normal part of executive compensation and are not expected to have a significant impact on other stakeholders.

Key Dates

Keywords

insider trading, Form 4, stock sales, restricted stock units, RSUs, Relay Therapeutics, Thomas Catinazzo, CFO, Rule 10b5-1