Form 4: Relay Therapeutics R&D President Sells Shares for Tax

Relay Therapeutics' President of R&D, Donald A. Bergstrom, sold shares to cover tax obligations related to routine restricted stock unit vesting.

Summary

• Donald A. Bergstrom, President, R&D of Relay Therapeutics, Inc. (RLAY), reported two sales of common stock.
• On January 27, 2026, Bergstrom sold 18,895 shares of common stock at a price of $7.62 per share.
• This sale was executed to cover income tax withholding obligations upon the vesting of 59,550 restricted stock units (RSUs) on January 26, 2026.
• On January 28, 2026, Bergstrom sold an additional 2,686 shares of common stock at a price of $8.45 per share.
• This second sale covered income tax withholding obligations for the vesting of 9,072 RSUs on January 27, 2026.
• Both sales were non-discretionary and transacted in accordance with the Issuer's policies regarding RSU vesting.
• Following the January 27, 2026 transaction, Bergstrom beneficially owned 422,733 shares, including 29,121 shares underlying RSUs.
• Following the January 28, 2026 transaction, Bergstrom beneficially owned 420,047 shares, including 20,049 shares underlying RSUs.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive. While shares were sold, it was a non-discretionary transaction for tax purposes following RSU vesting, which represents earned compensation for the executive. It does not indicate a negative sentiment or change in company fundamentals.

Positives

• The underlying vesting of 59,550 and 9,072 restricted stock units represents earned compensation for the executive, reflecting continued tenure and performance.

Negatives

• No inherent negatives are identified as the sales were non-discretionary and solely for tax withholding purposes, a routine event for RSU vesting.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• 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 sales of shares by executives to cover tax withholding obligations upon the vesting of restricted stock units are a common occurrence across all industries. These transactions are typically pre-arranged and non-discretionary, and generally do not signal a change in an executive's sentiment towards the company's prospects or a broader industry trend.

Stakeholder Impact

• Shareholders: Minimal impact, as these are routine, non-discretionary sales for tax purposes and do not reflect a change in the executive's investment thesis or company fundamentals.
• Employees: No direct impact, as this relates to executive compensation.

Key Dates

Recommendation

The filing details routine, non-discretionary sales by an executive to cover tax obligations arising from RSU vesting. This type of transaction does not provide new fundamental information about Relay Therapeutics' business operations, financial health, or future prospects that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate, maintaining any existing investment thesis.

Keywords

Relay Therapeutics, RLAY, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Stock Sale, Tax Withholding