Material Agreement (Form 8-K)

On May 20, 2026, Relay Therapeutics, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Jefferies LLC and TD Securities (USA) LLC, as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the "Underwriters"), relating to an underwritten public offering (the "Offering") of 22,916,667 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"), at a price to the public of $12.00 per share. The Company granted the Underwriters a 30-day option to purchase, at the public offering price less underwriting discounts and commissions, up to an additional 3,437,500 shares of Common Stock which the Underwriters exercised in full on May 21, 2026. The Company estimates net proceeds from the Offering, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $296.8 million. The Offering is expected to close on May 22, 2026, subject to customary closing conditions.

The Company made customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Offering was made pursuant to the Company's effective shelf registration statement on Form S-3ASR (File No. 333- 281308), including the prospectus dated August 6, 2024, as supplemented by a prospectus supplement dated May 20, 2026. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Common Stock.

The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in this Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.