Form 4: Relay Therapeutics Insider Sells Shares Under 10b5-1 Plan

Donald A. Bergstrom, President of R&D at Relay Therapeutics, Inc., reported the sale of 93,456 shares of common stock under a pre-arranged 10b5-1 trading plan.

Summary

• Donald A. Bergstrom, President of R&D at Relay Therapeutics, Inc. (RLAY), executed a transaction on June 22, 2026.
• This transaction involved the sale of 93,456 shares of common stock.
• The sale was conducted under a Rule 10b5-1 trading plan adopted on October 30, 2025.
• The weighted average sale price was $16.94 per share, with individual sales ranging from $16.15 to $17.39.
• Following the transaction, Bergstrom beneficially owns 418,557 shares of common stock.
• Additionally, Bergstrom acquired 93,456 shares through the exercise of a stock option at a price of $4.12 per share, with 512,013 shares beneficially owned after this acquisition, including 15,037 shares underlying restricted stock units.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing due to the significant sale of shares by a key executive, despite the transaction being conducted under a 10b5-1 plan.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating pre-planned and potentially non-insider-knowledge-based trading.
• The exercise of stock options at $4.12 and subsequent sale at a higher average price of $16.94 demonstrates a profitable outcome for the executive on those specific options.

Negatives

• A significant number of shares (93,456) were sold by a key executive, which could be perceived negatively by the market.
• The sale represents a disposal of equity by a high-ranking officer.

Risks

• The sale of a substantial number of shares by an executive could signal a lack of confidence in near-term stock performance, although the 10b5-1 plan mitigates this interpretation.
• The weighted average sale price of $16.94 is lower than the current market price (assuming the filing date is after the transaction date and the market price has moved).

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions.

Management Comments

• The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025.
• The reporting person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

Industry Context

StockSavvy.ai notes that insider sales, even under 10b5-1 plans, are closely watched by investors. While a 10b5-1 plan is designed to avoid accusations of insider trading, large sales by executives can still influence market sentiment, especially in the biotechnology sector where stock performance can be volatile and heavily influenced by news.

Stakeholder Impact

• Shareholders: May view the sale as a negative signal, although the 10b5-1 plan provides a degree of reassurance. The sale reduces the direct equity stake of a key executive.
• Employees: May interpret the sale in various ways, potentially impacting morale if seen as a lack of confidence by management.
• Management: The sale is a personal financial decision by an executive, executed within a structured plan.

Next Steps

• The reporting person may be required to provide further details on individual sale prices upon request from the SEC, the Issuer, or a security holder.

Key Dates

Recommendation

The filing reports an insider sale under a 10b5-1 plan, which is a standard procedure and does not inherently signal negative news about the company's prospects. While a sale by a key executive warrants attention, the pre-planned nature of the transaction under Rule 10b5-1 suggests it's not based on new, material non-public information. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor further developments rather than making immediate trading decisions based solely on this filing.

Keywords

Form 4, SEC Filing, Insider Trading, Relay Therapeutics, RLAY, Stock Sale, Rule 10b5-1, Stock Options, Beneficial Ownership, Donald A. Bergstrom, Executive Compensation