For the quarterly period endedSeptember 30,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File Number:001-39385 RELAY THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and"emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of October 31, 2025, the registrant had173,322,385shares of common stock, $0.001 par value per share, outstanding. Table of Contents FINANCIAL INFORMATIONFinancial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of Operations and Comprehensive LossCondensed Consolidated Statements of Stockholders’ EquityCondensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures About Market RiskControls and ProceduresOTHER INFORMATIONLegal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationExhibits PART I.Item 1. Item 2.Item 3.Item 4.PART II.Item 1.Item 1A.Item 2.Item 5.Item 6.Signatures SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS •We have never successfully completed any large-scale, pivotal clinical trials, and we may be unable to do so for any product candidates wedevelop. Clinical product development involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costsor experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates.•If we experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of necessary regulatory approvals could bedelayed or prevented.•Positive data from preclinical or early clinical studies of our product candidates are not necessarily predictive of the results of later clinicalstudies and any future clinical trials of our product candidates. If we cannot replicate the positive data from our preclinical or early clinicalstudies of our product candidates in our future clinical trials, we will be unable to successfully develop, obtain regulatory approval for, andcommercialize our product candidates.•Our current or future clinical trials or those of future collaborators or licensees may reveal significant adverse events not seen in ourpreclinical or nonclinical studies or early clinical data and may result in a safety profile that would inhibit regulatory approval or marketacceptance of any of our product candidates.•Although we intend to explore other therapeutic opportunities, in addition to the product candidates that we are currently developing, we mayfail to identify viable new product candidates for clinical development for a number of reasons. If we fail to identify additional potentialproduct candidates, our business could be materially harmed.•The incidence and prevalence for target patient populations of our product candidates have not been established with precision. If the marketopportunities for our product candidates are smaller than we estimate or if any approval that we obtain is based on a narrower definition ofthe patient population, our revenue and ability to achieve profitability will be adversely affected, possibly materially.•We face substantial competition, which may result in others discovering, developing or commercializing products before or moresuccessfully than we do.•If we are not able to obtain, or if delays occur in obtaining, required regulatory approvals for our product candidates, we will not be able tocommercia