Relay Therapeutics (NASDAQ: RLAY) sets federal courts for securities claims

Rhea-AI Filing Summary

Relay Therapeutics, Inc. updated its corporate bylaws to change where certain securities-related lawsuits can be filed. On March 6, 2026, the Board approved second amended and restated bylaws that designate the federal district courts of the United States as the exclusive forum for complaints asserting causes of action under the Securities Act of 1933, the Securities Exchange Act of 1934, or related rules and regulations, unless the company consents in writing to a different forum.

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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): March 06, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 6, 2026, the Board of Directors (the “Board”) of Relay Therapeutics, Inc. (the “Company”) approved an amendment and restatement of the Company’s amended and restated bylaws (the “A&R Bylaws”), effective immediately, to designate the federal district courts of the United States as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the respective rules and regulations promulgated thereunder, unless the Company consents in writing to the selection of an alternative forum.

The foregoing description of the A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Second Amended and Restated Bylaws of Relay Therapeutics, Inc.
104	Cover Page Interactive Data File (embedded within the 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:	March 11, 2026	By:	/s/ Soo-Yeun Lim
			Soo-Yeun Lim General Counsel

FAQ

What change did Relay Therapeutics (RLAY) make to its bylaws?

Relay Therapeutics amended and restated its bylaws to add an exclusive forum provision for securities law claims. Federal district courts of the United States are now the designated forum for actions under the 1933 and 1934 securities laws and related rules.

When did Relay Therapeutics (RLAY) approve the new bylaw provisions?

The Board of Relay Therapeutics approved the amended and restated bylaws on March 6, 2026. The change was effective immediately on approval, updating the company’s governance framework regarding where certain securities-related complaints must be filed.

Which types of claims are covered by Relay Therapeutics’ new exclusive forum clause?

The new clause covers any complaint asserting a cause of action under the Securities Act of 1933, the Securities Exchange Act of 1934, or the respective rules and regulations. These securities law claims must be brought in U.S. federal district courts, absent company consent.

Can securities lawsuits against Relay Therapeutics still be filed outside federal court?

Under the updated bylaws, securities law complaints must be filed in U.S. federal district courts, unless Relay Therapeutics consents in writing to an alternative forum. This gives the company flexibility to agree to a different court in specific situations.

Where can investors find the full text of Relay Therapeutics’ amended bylaws?

The full text of Relay Therapeutics’ second amended and restated bylaws is filed as Exhibit 3.1. The company notes that any summary description is qualified in its entirety by reference to this complete bylaws document.

Does the Relay Therapeutics bylaw change affect all legal disputes with the company?

The change specifically targets complaints asserting causes of action under the Securities Act of 1933, the Securities Exchange Act of 1934, and their rules. Other types of legal disputes are governed by existing provisions and are not described as changed here.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 167.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.2 KB