SEC Form 4 · accession 0001193125-26-281061
Relay Therapeutics, Inc. · RLAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Catinazzo
Officer — Chief Financial Officer
Period of report
Jun 22, 2026
Accepted (ET)
Jun 24, 2026 · 4:09 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001812364
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jun 22, 2026 | S | 17,717 | $17.01 | D | 177,461 | D | |
| Common StockF3 | Jun 22, 2026 | M | 56,323 | $5.04 | A | 233,784 | D | |
| Common StockF4,F3 | Jun 22, 2026 | S | 56,323 | $16.97 | D | 177,461 | D | |
| Common StockF3 | Jun 22, 2026 | M | 61,563 | $5.22 | A | 239,024 | D | |
| Common StockF4,F3 | Jun 22, 2026 | S | 61,563 | $16.97 | D | 177,461 | D | |
| Common StockF3 | Jun 22, 2026 | M | 51,560 | $4.45 | A | 229,021 | D | |
| Common StockF4,F3 | Jun 22, 2026 | S | 51,560 | $16.97 | D | 177,461 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F5 | $5.04 | Jun 22, 2026 | M | 56,323 | D | — | Apr 22, 2029 | Common Stock | 56,323 | 0 | D |
| Stock Option (Right to Buy)F6 | $5.22 | Jun 22, 2026 | M | 61,563 | D | — | Mar 1, 2030 | Common Stock | 61,563 | 0 | D |
| Stock Option (Right to Buy)F7 | $4.45 | Jun 22, 2026 | M | 51,560 | D | — | Jan 9, 2035 | Common Stock | 51,560 | 223,440 | D |
Explanation of responses
- F1The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025.
- F2This transaction was executed in multiple trades at prices ranging from $16.38 to $17.28. The price reported above reflects the weighted average sale price. 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.
- F3Includes 9,807 shares underlying restricted stock units.
- F4This transaction was executed in multiple trades at prices ranging from $16.15 to $17.39. The price reported above reflects the weighted average sale price. 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.
- F5The shares underlying this stock option vested in sixteen (16) equal quarterly installments following the vesting commencement date of April 23, 2019.
- F6On March 2, 2020, the reporting person was granted an option to purchase 63,363 shares of common stock, subject to determination by the Board of Directors of the Issuer (the "Board") that the Issuer met, in whole or in part, certain milestones (the "2020 Option Grant Criteria"). On June 23, 2020, the Board determined that the 2020 Option Grant Criteria related to 25% of the option had been achieved, and the shares underlying 25% of this option, or 15,841 shares, commenced vesting in sixteen (16) equal quarterly installments following September 23, 2020. On December 11, 2020, the Board determined that the 2020 Option Grant Criteria related to the remaining 75% of the option had been achieved. The shares underlying 75% of this option, or 47,522 shares, vested in sixteen (16) equal quarterly installments following March 11, 2021.
- F7The shares underlying this stock option shall vest in sixteen (16) equal quarterly installments after January 10, 2025, subject to the reporting person's continued service with the Issuer through each vesting date.