Relay Therapeutics, Inc.·4

Jun 24, 4:09 PM ET

Catinazzo Thomas 4

4 · Relay Therapeutics, Inc. · Filed Jun 24, 2026

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Relay Therapeutics (RLAY) CFO Thomas Catinazzo Exercises Options and Sells Shares

What Happened
Thomas Catinazzo, Chief Financial Officer of Relay Therapeutics (RLAY), exercised stock options and sold shares on June 22, 2026. The filing shows option exercises that acquired roughly 169,446 shares at exercise prices between $4.45 and $5.22 (total cash paid ≈ $834,669). He also sold a total of 187,163 shares in open-market transactions the same day for aggregate gross proceeds of about $3,176,864. The net cash difference (proceeds minus exercise costs) was roughly $2.34M before taxes and fees. Several derivative-conversion line items are reported at $0.00, reflecting option/derivative settlement reporting in the Form 4.

Key Details

  • Transaction date: June 22, 2026; Form 4 filed June 24, 2026 (timely — within Form 4 reporting window).
  • Sales (open market/private sale, code S):
    • 17,717 shares @ $17.01 = $301,366 (includes 9,807 shares underlying RSUs per footnote F3)
    • 56,323 shares @ weighted avg $16.97 = $955,801 (sales executed across $16.38–$17.28; F2)
    • 61,563 shares @ weighted avg $16.97 = $1,044,724 (sales executed across $16.15–$17.39; F4)
    • 51,560 shares @ $16.97 = $874,973
    • Total shares sold: 187,163; total proceeds ≈ $3,176,864.
  • Exercises (derivative exercise, code M):
    • 56,323 shares @ $5.04 = $283,868
    • 61,563 shares @ $5.22 = $321,359
    • 51,560 shares @ $4.45 = $229,442
    • Total exercised (non-zero strike): 169,446 shares; total cash paid ≈ $834,669.
  • Additional derivative entries reported at $0.00 correspond to option conversions/settlements (same share counts reported as derivative dispositions).
  • Sales were effected under a pre-existing Rule 10b5-1 trading plan adopted October 30, 2025 (F1).
  • Vesting/option background: filing includes footnotes on vesting schedules and earlier option grants (F5–F7).
  • Shares owned after transaction: not specified in the excerpt of the filing provided.

Context and what it means for investors

  • This was essentially a cashless exercise and sell sequence: the CFO exercised options (paid strikes) and sold shares the same day. That pattern is common for executives monetizing vested option value and does not, by itself, indicate a change in view on the company.
  • The sales were made under a Rule 10b5-1 plan, meaning they were pre‑planned trades executed according to the plan’s parameters.
  • Purchases (options exercised) show continued realization of compensation; the larger market signal typically comes from outright open-market purchases by insiders, which are not present here.

Insider Transaction Report

Form 4
Period: 2026-06-22
Catinazzo Thomas
Chief Financial Officer
Transactions
  • Sale

    Common Stock

    [F1][F2][F3]
    2026-06-22$17.01/sh17,717$301,366177,461 total
  • Exercise/Conversion

    Common Stock

    [F1][F3]
    2026-06-22$5.04/sh+56,323$283,868233,784 total
  • Sale

    Common Stock

    [F1][F4][F3]
    2026-06-22$16.97/sh56,323$955,801177,461 total
  • Exercise/Conversion

    Common Stock

    [F1][F3]
    2026-06-22$5.22/sh+61,563$321,359239,024 total
  • Sale

    Common Stock

    [F1][F4][F3]
    2026-06-22$16.97/sh61,563$1,044,724177,461 total
  • Exercise/Conversion

    Common Stock

    [F1][F3]
    2026-06-22$4.45/sh+51,560$229,442229,021 total
  • Sale

    Common Stock

    [F1][F4][F3]
    2026-06-22$16.97/sh51,560$874,973177,461 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F5]
    2026-06-2256,3230 total
    Exercise: $5.04Exp: 2029-04-22Common Stock (56,323 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F6]
    2026-06-2261,5630 total
    Exercise: $5.22Exp: 2030-03-01Common Stock (61,563 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F7]
    2026-06-2251,560223,440 total
    Exercise: $4.45Exp: 2035-01-09Common Stock (51,560 underlying)
Footnotes (7)
  • [F1]The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 30, 2025.
  • [F2]This 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.
  • [F3]Includes 9,807 shares underlying restricted stock units.
  • [F4]This 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.
  • [F5]The shares underlying this stock option vested in sixteen (16) equal quarterly installments following the vesting commencement date of April 23, 2019.
  • [F6]On 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.
  • [F7]The 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.
Signature
/s/ Soo-Yeun Lim, as Attorney-in-Fact|2026-06-24

Documents

1 file
  • 4
    ownership.xmlPrimary

    4