Relay Therapeutics Inc美股招股说明书(2026-05-19版)

We are offering $175,000,000 of shares of our common stock. Our common stock is listed on The Nasdaq Global Market under the symbol “RLAY”. The last sale price as reported on TheNasdaq Global Market on May15, 2026, was $12.20 per share. Investing in our common stock involves risks. See “Risk Factors” on page S-9 of this prospectussupplement. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectusis truthful or complete. Any representation to the contrary is a criminal offense. PerShareTotalInitial price to public$$Underwriting discount(1)$$Proceeds, before expenses, to us$$ (1)We refer you to “Underwriting” beginning on page S-29 of this prospectus supplement for additional information regardingunderwriting compensation. We have granted the underwriters a 30-day option to purchase up to an additional $26,250,000 of shares of our common stockfrom us at the public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares on or about, 2026. Joint Book-Running Managers Lead Manager Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsCautionary Statement Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyDilutionDescription of Capital StockCertain Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common StockUnderwritingLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference PROSPECTUS About This ProspectusRisk FactorsCautionary Statement Regarding Forward-Looking StatementsThe CompanyUse of ProceedsSecurities We and/or Selling Stockholders May Offer or SellDescription of Capital Stock Description of Debt Securities Incorporation by Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common stock andalso supplements and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus dated August 6, 2024, included in our registrationstatement on Form S-3ASR (File No. 333-281308), along with the documents incorporated by reference, which provides more general information,some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in theaccompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or the SEC,before the date of this prospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. If anystatement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated byreference in the accompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed with the SEC. Under the shelfregistration process, we may offer from time to time various securities, including our common stock. Such registration statement also includes exhibitsthat provide more detail on the matters discussed in this prospectus supplement and the accompanying prospectus. You should read this prospectussupplement, the accompanying prospectus, including the information incorporated by reference, the exhibits filed with the SEC, and any free writingprospectus that we have authorized for use in connection with this offering, in their entirety before making an investment decision. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. For investorsoutside the United States, we have not done anything that would permit this offering or possession or distribution of this prospectus supplement, theaccompanying prospectus and in any free writing prospectus that we have authorized for use in connection with this offering in any jurisdiction whereaction for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectussupplement, the accompanying prospectus and any free writing prospectus that we have authorized for use in connection with this offering must informthemselves about, and observe any restrictions relating to