Relay Therapeutics prices $296.8 million stock sale

Relay Therapeutics, Inc. entered into an underwriting agreement with Jefferies and TD Securities for an underwritten public offering of 22,916,667 shares of common stock at $12.00 per share.

Rhea-AI Filing Summary

Relay Therapeutics, Inc. entered into an underwriting agreement with Jefferies and TD Securities for an underwritten public offering of 22,916,667 shares of common stock at $12.00 per share. Underwriters received a 30-day option for up to 3,437,500 additional shares, which was exercised in full on May 21, 2026.

The company expects net proceeds of approximately $296.8 million after underwriting discounts and expenses. The offering, made off an effective Form S-3ASR shelf using a May 20, 2026 prospectus supplement, is expected to close on May 22, 2026, subject to customary conditions.

Insights

Equity capital markets analyst

Relay Therapeutics is raising about $296.8 million through a sizable underwritten stock offering.

Relay Therapeutics is issuing 22,916,667 new common shares at $12.00 per share, with underwriters fully exercising an option for 3,437,500 extra shares. This transaction is conducted under an existing automatic shelf registration, indicating prior preparation for equity issuance.

The company expects approximately $296.8 million in net proceeds, which increases its cash resources but also adds share count, implying dilution to existing holders. Actual impact depends on how efficiently this capital is deployed, which is not detailed here and will be clarified in future periodic reports.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Primary shares offered: 22,916,667 shares Underwriters’ option shares: 3,437,500 shares Public offering price: $12.00 per share +2 more

5 metrics

Primary shares offered 22,916,667 shares Underwritten public offering of common stock

Underwriters’ option shares 3,437,500 shares Additional shares; option exercised in full on May 21, 2026

Public offering price $12.00 per share Price to the public for common stock

Estimated net proceeds $296.8 million After underwriting discounts, commissions, and expenses

Expected closing date May 22, 2026 Settlement of the offering, subject to customary conditions

Key Terms

Underwriting Agreement, underwritten public offering, shelf registration statement, prospectus supplement, +1 more

5 terms

Underwriting Agreement financial

"entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC and TD Securities"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

underwritten public offering financial

"relating to an underwritten public offering (the “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.

shelf registration statement regulatory

"The Offering was made pursuant to the Company’s 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.

prospectus supplement regulatory

"as supplemented by a prospectus supplement dated May 20, 2026"

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.

forward-looking statements regulatory

"contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did Relay Therapeutics (RLAY) announce in this 8-K?

Relay Therapeutics announced an underwritten public offering of 22,916,667 shares of common stock at $12.00 per share. The deal includes an underwriters’ option, exercised in full, to purchase an additional 3,437,500 shares on the same economic terms.

How much cash will Relay Therapeutics (RLAY) receive from the stock sale?

Relay Therapeutics expects net proceeds of approximately $296.8 million from the offering. This figure is after deducting underwriting discounts, commissions, and other estimated expenses the company must pay to complete the transaction.

Did the underwriters exercise their option in the Relay Therapeutics (RLAY) offering?

Yes. The underwriters exercised in full a 30-day option to buy up to 3,437,500 additional Relay Therapeutics common shares. These extra shares are sold at the public offering price, less underwriting discounts and commissions, increasing total shares issued.

When is Relay Therapeutics (RLAY) expecting the offering to close?

Relay Therapeutics expects the offering to close on May 22, 2026, subject to customary closing conditions. These conditions typically include final documentation, delivery of legal opinions, and confirmation that no material adverse events have occurred before settlement.

Under what registration statement is the Relay Therapeutics (RLAY) offering being made?

The offering is being made under Relay Therapeutics’ effective automatic shelf registration statement on Form S-3ASR, File No. 333-281308. It uses a base prospectus dated August 6, 2024, supplemented by a prospectus supplement dated May 20, 2026.

Who are the lead underwriters for the Relay Therapeutics (RLAY) equity offering?

Jefferies LLC and TD Securities (USA) LLC are serving as representatives of the several underwriters. They entered into an underwriting agreement with Relay Therapeutics, handling the public sale and receiving customary indemnification against certain Securities Act liabilities.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/21/2026 - 05:07 PM Learn about SEC filing dates

false 0001812364 0001812364 2026-05-20 2026-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2026

RELAY THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39385		47-3923475
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

60 Hampshire Street
Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 370-8837

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		RLAY		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

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.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the Offering. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements, such as those related to the anticipated closing of the Offering, 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 Current Report on Form 8-K or the materials furnished or filed herewith, including, without limitation, uncertainties related to market conditions and the completion of the 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as any subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1		Underwriting Agreement, dated as of May 20, 2026, by and among the Company, Jefferies LLC and TD Securities (USA) LLC, as representatives of the several Underwriters listed on Schedule 1 thereto.
5.1		Opinion of Goodwin Procter LLP regarding the issue of Common Stock being registered.
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						RELAY THERAPEUTICS, INC.
Date: May 21, 2026				By:		/s/ Soo-Yeun Lim
						Soo-Yeun Lim
						General Counsel

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 190.4 KB
• EX-5.1 EX-5.1 6.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB