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Relay Therapeutics Announces Pricing of Public Offering of Common Stock

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Relay Therapeutics (Nasdaq: RLAY) priced an underwritten public offering of 22,916,667 common shares at $12.00 per share. Underwriters have a 30-day option to buy up to 3,437,500 additional shares.

Gross proceeds are expected to be about $275 million, before fees, with closing expected on or about May 22, 2026, subject to customary conditions.

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Positive

  • Expected gross proceeds of approximately $275 million before fees
  • Fully underwritten public offering of 22,916,667 shares priced at $12.00
  • Underwriters’ 30-day option for up to 3,437,500 additional shares provides extra capital flexibility

Negative

  • Issuance of at least 22,916,667 new shares dilutes existing shareholders
  • Potential further dilution if 3,437,500-share underwriter option is fully exercised

News Market Reaction – RLAY

+4.92%
34 alerts
+4.92% Session close to close
+32.6% Peak in 26 hr 40 min
$2.95B Market Cap
1.0x Rel. Volume

In the May 21 session, RLAY gained 4.92%, reflecting a moderate positive market reaction. Argus tracked a peak move of +32.6% during that session. Our momentum scanner triggered 34 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details the final terms of Relay’s latest equity raise: 22,916,667 shares at $12.0...
Analysis

This announcement details the final terms of Relay’s latest equity raise: 22,916,667 shares at $12.00 per share for expected gross proceeds of $275M, plus a 30-day option for 3,437,500 additional shares. It follows a proposed $175M offering filed on May 19, 2026. Investors may track how this capital supports ongoing clinical programs and future cash disclosures in filings and earnings updates, alongside any changes in insider activity or additional financing moves.

Key Figures

Shares offered: 22,916,667 shares Offering price: $12.00 per share Underwriter option shares: 3,437,500 shares +5 more
8 metrics
Shares offered 22,916,667 shares Primary underwritten public offering
Offering price $12.00 per share Public offering price
Underwriter option shares 3,437,500 shares 30-day option for additional shares
Gross proceeds $275 million Expected before fees and expenses, excluding overallotment
Underwriter option period 30 days Period to purchase additional shares
Expected closing date May 22, 2026 Anticipated closing of offering
Form type S-3ASR Automatically effective shelf registration statement
Shelf filing date August 6, 2024 Date S-3ASR filed with SEC

Previous Offering Reports

3 past events · Latest: May 19 (Negative)
Same Type Pattern 3 events
Date Event Sentiment 24h Move Catalyst
May 19 Equity offering proposed Negative +8.9% Announced proposed underwritten common stock offering under existing registration.
Sep 10 Equity offering priced Negative -13.8% Priced 28,571,429 shares at $7.00 with option for additional shares.
Sep 09 Equity offering proposed Negative -5.4% Proposed $200M common stock offering with 15% underwriter option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

For equity offerings, RLAY has typically traded modestly lower on average, with occasional sharp positive divergences after proposed or priced deals.

Recent Company History

Over the past two years, Relay’s equity offerings have shown mixed trading reactions. A proposed $200M offering on Sep 9, 2024 saw shares fall 5.36%, and the subsequent pricing at $7.00 per share on Sep 10, 2024 led to a 13.83% decline. More recently, a proposed $175M offering announced on May 19, 2026 coincided with an 8.86% gain. Today’s pricing at $12.00 per share and larger gross proceeds sits within this pattern of varied reactions to capital-raising events.

Key Terms

underwritten public offering, common stock, shelf registration statement, form s-3asr, +1 more
5 terms
underwritten public offering financial
"announced today the pricing of an underwritten public offering of 22,916,667 shares"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
common stock financial
"offering of 22,916,667 shares of its common stock at a public offering price"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
shelf registration statement regulatory
"pursuant to an automatically effective shelf registration statement on Form S-3ASR"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3asr regulatory
"statement on Form S-3ASR (File No. 333-281308) that was previously filed"
Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.
prospectus supplement regulatory
"A preliminary prospectus supplement and accompanying prospectus relating to"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CAMBRIDGE, Mass., May 20, 2026 (GLOBE NEWSWIRE) -- Relay Therapeutics, Inc. (Nasdaq: RLAY), a clinical-stage, small molecule precision medicine company developing potentially life-changing therapies for patients living with cancer and genetic disease, announced today the pricing of an underwritten public offering of 22,916,667 shares of its common stock at a public offering price of $12.00 per share. Relay Therapeutics also granted the underwriters a 30-day option to purchase up to an additional 3,437,500 shares of its common stock. The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be approximately $275 million, excluding any exercise of the underwriters' option to purchase additional shares. All of the shares in the offering are to be sold by Relay Therapeutics.

Jefferies, TD Cowen, Goldman Sachs & Co. LLC and Guggenheim Securities are acting as joint book-running managers for the offering. Raymond James is acting as lead manager. The offering is expected to close on or about May 22, 2026, subject to customary closing conditions.

The shares of common stock are being offered by Relay Therapeutics pursuant to an automatically effective shelf registration statement on Form S-3ASR (File No. 333-281308) that was previously filed with the U.S. Securities and Exchange Commission (SEC) on August 6, 2024. The offering is being made solely by means of a written prospectus and a prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC on May 19, 2026. The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and may be obtained, when available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at TDManualrequest@broadridge.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by email at prospectus-ny@ny.email.gs.com; Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544 or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or by accessing the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Relay Therapeutics

Relay Therapeutics is a clinical-stage, small molecule precision medicine company developing potentially life-changing therapies for patients living with cancer and genetic disease. Relay Therapeutics’ Dynamo® platform integrates an array of leading-edge computational and experimental approaches designed to drug protein targets that have previously been intractable or inadequately addressed. Relay Therapeutics’ lead clinical asset, zovegalisib, is the first pan-mutant selective PI3Kα inhibitor to enter clinical development and is currently in a Phase 3 clinical trial (ReDiscover-2) in HR+/HER2- metastatic breast cancer. Zovegalisib is also being investigated in a group of genetic disease indications called PIK3CA-driven vascular anomalies. Relay Therapeutics’ pipeline also includes programs for NRAS-driven solid tumors and Fabry disease.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the closing of Relay Therapeutics’ anticipated public offering. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Any forward-looking statements in this press release, such as the intended offering terms, are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in Relay Therapeutics’ most recent annual report on Form 10-K and quarterly report on Form 10-Q filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in Relay Therapeutics’ other filings with the SEC, including those contained or incorporated by reference in the preliminary prospectus supplement and accompanying prospectus related to the public offering filed with the SEC. Any forward-looking statements contained in this press release represent Relay Therapeutics’ views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Relay Therapeutics explicitly disclaims any obligation to update any forward-looking statements, except as required by law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Contact:
Mitch Maisel
mmaisel@relaytx.com

Media:
Dan Budwick
1AB
973-271-6085
dan@1abmedia.com 


FAQ

What did Relay Therapeutics (RLAY) announce in its May 2026 stock offering?

Relay Therapeutics announced an underwritten public offering of 22,916,667 common shares at $12.00 per share. According to Relay Therapeutics, expected gross proceeds are about $275 million before underwriting discounts, commissions, and expenses, with all shares sold by the company.

How much money will Relay Therapeutics (RLAY) raise from the May 2026 offering?

Relay Therapeutics expects gross proceeds of approximately $275 million from the May 2026 offering. According to Relay Therapeutics, this estimate excludes underwriting discounts, commissions, offering expenses, and any additional proceeds if underwriters exercise their option to purchase more shares.

What is the size and price of Relay Therapeutics (RLAY) May 2026 stock offering?

The offering consists of 22,916,667 common shares priced at $12.00 per share. According to Relay Therapeutics, a 30-day underwriter option covers up to 3,437,500 additional shares, potentially increasing total shares sold and overall gross proceeds.

When is the closing date for the Relay Therapeutics (RLAY) May 2026 stock offering?

The offering is expected to close on or about May 22, 2026. According to Relay Therapeutics, the closing remains subject to customary conditions that must be satisfied before the transaction is completed and funds are received.

Will the Relay Therapeutics (RLAY) May 2026 stock offering dilute existing shareholders?

The issuance of at least 22,916,667 new shares will dilute existing shareholders’ ownership percentages. According to Relay Therapeutics, underwriters may also buy up to 3,437,500 additional shares, which would further increase the company’s share count.

Who are the underwriters for the Relay Therapeutics (RLAY) May 2026 stock offering?

Jefferies, TD Cowen, Goldman Sachs & Co. and Guggenheim Securities are joint book-running managers. According to Relay Therapeutics, Raymond James acts as lead manager, and the shares are offered under an automatically effective shelf registration statement filed with the SEC.