Form 4: Relay Therapeutics Chief Legal Officer Sells Shares for Tax Obligations

Relay Therapeutics' Chief Legal Officer, Brian Adams, sold shares of common stock to cover income tax withholding obligations related to the vesting of restricted stock units.

Summary

• Brian Adams, Chief Legal Officer of Relay Therapeutics, Inc. (RLAY), reported two sales of common stock.
• On July 28, 2025, 1,637 shares were sold at a price of $3.74 per share.
• On July 29, 2025, an additional 18,276 shares were sold at a price of $3.68 per share.
• These sales were executed to cover income tax withholding obligations arising from the vesting of 5,506 restricted stock units (RSUs) on July 27, 2025, and 42,393 RSUs on July 28, 2025, respectively.
• The sales were non-discretionary and conducted in accordance with the company's policies regarding RSU vesting.
• Following these transactions, Brian Adams beneficially owns 371,472 shares of common stock, including 144,611 shares underlying RSUs.

Sentiment

Score: 5

Explanation: The transactions are routine, non-discretionary sales to cover tax obligations from RSU vesting, indicating a neutral impact on sentiment. They do not reflect a change in management's outlook on the company.

Positives

• The vesting of 5,506 and 42,393 restricted stock units (RSUs) indicates compensation for the Chief Legal Officer.
• The sales were non-discretionary and solely for tax withholding, indicating a routine compensation event rather than a discretionary sale based on market outlook.

Negatives

• A reduction in direct common stock ownership by a key officer, totaling 19,913 shares across two transactions.

Future Outlook

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

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 filing details routine insider transactions related to executive compensation and tax obligations, which are common across all industries and do not reflect specific industry trends or competitive dynamics.

Comparison to Industry Standards

• This Form 4 filing reports routine, non-discretionary sales of shares to cover tax withholding obligations upon RSU vesting, which is a standard practice for executive compensation across publicly traded companies. There are no specific comparable companies, projects, or results mentioned to benchmark against.

Stakeholder Impact

• Shareholders: A minor reduction in direct ownership by a key officer, but the sales are routine and unlikely to signal any significant change in company prospects.
• Employees: The RSU vesting and subsequent tax-related sales are part of a standard compensation structure for executives.

Key Dates

Recommendation

The reported transactions are routine, non-discretionary sales by an officer to cover tax obligations arising from RSU vesting. These types of sales do not typically indicate a change in the company's fundamentals or management's confidence, and therefore, do not warrant a change in investment recommendation based solely on this filing. The stock should be held based on broader company performance and market conditions, not these specific insider sales.

Keywords

Relay Therapeutics, RLAY, SEC Form 4, Insider Trading, Stock Sale, Restricted Stock Units, RSU Vesting, Brian Adams, Chief Legal Officer, Tax Withholding