Form 4: Relay Therapeutics Officer Reports Routine Stock Trades

Relay Therapeutics' Chief Corporate Development Officer, Peter Rahmer, reported routine stock acquisitions via ESPP and sales to cover tax obligations from RSU vesting.

Summary

• Peter Rahmer, Chief Corporate Development Officer of Relay Therapeutics, Inc. (RLAY), reported several transactions involving the company's common stock.
• On December 31, 2025, Mr. Rahmer acquired 994 shares of common stock at a price of $2.99 per share through the Relay Therapeutics, Inc. 2020 Employee Stock Purchase Plan (ESPP).
• On January 27, 2026, Mr. Rahmer sold 11,684 shares of common stock at $7.62 per share. This sale was non-discretionary and executed to cover income tax withholding obligations upon the vesting of 42,394 Restricted Stock Units (RSUs) on January 26, 2026.
• On January 28, 2026, Mr. Rahmer sold an additional 1,354 shares of common stock at $8.45 per share. This sale was also non-discretionary and executed to cover income tax withholding obligations upon the vesting of 5,506 RSUs on January 27, 2026.
• Following these reported transactions, Mr. Rahmer beneficially owns 276,610 shares of common stock, which includes 12,204 shares underlying RSUs.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive. The sales are routine tax-related events, not discretionary selling, and the ESPP purchase indicates continued participation in employee benefits, which is a positive sign of alignment.

Positives

• The officer acquired 994 shares at a discounted price of $2.99 per share through the company's Employee Stock Purchase Plan, indicating participation in employee benefits.

Negatives

• No inherently negative aspects are reported, as the sales were non-discretionary and solely for tax withholding purposes related to RSU vesting.

Future Outlook

NA

Management Comments

• The shares were acquired under the Relay Therapeutics, Inc. 2020 Employee Stock Purchase Plan ('ESPP') in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). The reporting person is voluntarily reporting this transaction.
• In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on July 1, 2025.
• Sales of shares were made to cover the reporting person's income tax withholding obligations upon the vesting of Restricted Stock Units (RSUs). The reporting person had no discretion with respect to such sales, which were transacted in accordance with the Issuer's policies regarding the vesting of RSUs.

Industry Context

StockSavvy.ai notes that routine tax-related sales by insiders, such as those reported in this Form 4, are common occurrences in the biotechnology and pharmaceutical industries, particularly for executives receiving equity compensation. These transactions are generally not interpreted as a signal of management's changing sentiment towards the company's future prospects, unlike discretionary sales.

Related Party Transactions

• Acquisition of shares through the Relay Therapeutics, Inc. 2020 Employee Stock Purchase Plan (ESPP).
• Sales of shares to cover income tax withholding obligations upon the vesting of Restricted Stock Units (RSUs).

Stakeholder Impact

• Shareholders: These are routine insider transactions and are unlikely to signal significant changes in the company's outlook, given the non-discretionary nature of the sales for tax purposes. The ESPP purchase shows continued insider investment.

Key Dates

Recommendation

The filing details routine insider transactions (an ESPP purchase and tax-related sales of vested RSUs) by a corporate officer. These non-discretionary sales do not signal a change in the officer's confidence in the company, and the ESPP purchase indicates continued participation in employee benefits. Therefore, this filing alone does not provide a basis for a change in investment recommendation.

Keywords

Relay Therapeutics, RLAY, Form 4, Insider Trading, Stock Transactions, ESPP, RSU, Peter Rahmer