Bergstrom Donald A 4

What Happened

• Donald A. Bergstrom, President, Research & Development at Relay Therapeutics, sold a total of 21,581 shares in two transactions to satisfy tax-withholding obligations tied to restricted stock unit (RSU) vesting. He sold 18,895 shares on 2026-01-27 at $7.62 ($143,980) and 2,686 shares on 2026-01-28 at $8.45 ($22,697). These were sales (not purchases) and were executed per the issuer’s RSU vesting/policy — i.e., routine withholding, not discretionary open-market selling for investment reasons.

Key Details

• Transaction dates and prices:
  • 2026-01-27: Sold 18,895 shares @ $7.62, proceeds $143,980 (Footnote F1: tied to vesting of 59,550 RSUs on 2026-01-26).
  • 2026-01-28: Sold 2,686 shares @ $8.45, proceeds $22,697 (Footnote F3: tied to vesting of 9,072 RSUs on 2026-01-27).
• Total shares sold: 21,581; total proceeds ≈ $166,677.
• Footnotes on holdings:
  • F2: Filing notes inclusion of 29,121 shares underlying RSUs.
  • F4: Filing notes inclusion of 20,049 shares underlying RSUs.
• Sales were undertaken to cover tax withholding and were performed in accordance with the issuer’s RSU policies; the reporting person had no discretion over the sale amounts per the footnotes.
• Filing date: Form 4 filed 2026-01-29, covering transactions on Jan 27–28 (filed within the standard Section 16 reporting window).

Context

• These transactions were tax-withholding sales following RSU vesting — a common, routine insider action that does not necessarily signal a change in the insider’s view of the company. For retail investors, purchases by insiders are generally more informative about sentiment than routine withholding sales.