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

Relay Therapeutics' President of R&D, Donald A. Bergstrom, sold common stock totaling 30,770 shares across two transactions to cover tax withholding obligations related to RSU vesting.

Summary

• Donald A. Bergstrom, President, R&D of Relay Therapeutics, Inc. (RLAY), sold 30,770 shares of common stock in two transactions.
• On July 28, 2025, 4,069 shares were sold at $3.74 per share. This sale covered income tax withholding for the vesting of 9,072 Restricted Stock Units (RSUs) on July 27, 2025.
• On July 29, 2025, an additional 26,701 shares were sold at $3.68 per share. This sale covered income tax withholding for the vesting of 59,550 RSUs on July 28, 2025.
• The sales were non-discretionary and executed in accordance with Relay Therapeutics' policies regarding RSU vesting.
• Following these transactions, Donald A. Bergstrom beneficially owns 552,720 shares of common stock, which includes 237,488 shares underlying RSUs.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a reduction in direct share ownership, it's due to a non-discretionary sale for tax purposes following RSU vesting, which is a positive event for the executive and a standard compensation practice. It does not indicate a lack of confidence in the company.

Positives

• The underlying event is the vesting of Restricted Stock Units (RSUs), indicating compensation and retention of a key executive.
• The sales were non-discretionary, executed solely to cover tax withholding obligations, not a voluntary divestment of shares.

Negatives

• A reduction in direct beneficial ownership of common stock by a key executive, totaling 30,770 shares.

Risks

• No specific risks beyond the general market risk associated with stock ownership are mentioned in this Form 4 filing.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

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 is a routine insider transaction report (Form 4) detailing the sale of shares by an executive to cover tax obligations upon RSU vesting. Such transactions are common across all industries, particularly in technology and biotechnology sectors where RSU compensation is prevalent. It does not provide specific insights into broader industry trends or competitive dynamics beyond the company's executive compensation practices.

Comparison to Industry Standards

• This type of transaction, where shares are sold to cover tax withholding upon RSU vesting, is a standard practice for executive compensation in publicly traded companies across various industries, including biotechnology. It aligns with common corporate governance practices for managing equity awards and tax liabilities. No specific comparable companies or projects are mentioned in this filing, as it focuses solely on an individual's stock transaction.

Stakeholder Impact

• Shareholders: A minor dilution of direct insider ownership, but the underlying RSU vesting indicates continued executive alignment with shareholder interests through equity compensation. The non-discretionary nature of the sale mitigates concerns about executive confidence.
• Employees: No direct impact mentioned, but the RSU vesting highlights the company's equity compensation structure for executives.

Next Steps

• This filing does not outline any specific future actions, events, or milestones for the company or the reporting person beyond the completion of these transactions.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary sale of shares by an executive to cover tax obligations arising from RSU vesting. It does not reflect a change in the executive's confidence in the company or its future prospects, nor does it provide new information about the company's operational or financial performance. Therefore, it offers no basis for a change in investment recommendation; existing investment theses should remain unchanged based solely on this filing.

Keywords

Relay Therapeutics, RLAY, Insider Trading, Form 4, Stock Sale, Restricted Stock Units, RSU Vesting, Tax Withholding, Donald A. Bergstrom, Executive Compensation