Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. report beneficial ownership of Common Stock of Relay Therapeutics, Inc. The Master Fund directly holds 14,106,187 shares of Common Stock. Based on 219,141,631 shares outstanding as of July 31, 2026, this represents 6.4% of the class for each Reporting Person. All 14,106,187 shares are reported with shared power to vote and shared power to dispose, and 0 shares are reported with sole voting or dispositive power. Perceptive Advisors acts as investment manager to the Master Fund, and Joseph Edelman, as managing member of Perceptive Advisors, may be deemed to beneficially own the shares held by the Master Fund.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:14,106,187 sharesPercent of class owned:6.4%Shares outstanding:219,141,631 shares+2 more
5 metrics
Shares beneficially owned14,106,187 sharesCommon Stock of Relay Therapeutics held by Perceptive Life Sciences Master Fund, Ltd.
Percent of class owned6.4%Beneficial ownership percentage for each Reporting Person
Shares outstanding219,141,631 sharesCommon Stock outstanding as of July 31, 2026
Shared voting power14,106,187 sharesShares over which each Reporting Person has shared power to vote
Sole voting power0 sharesShares over which each Reporting Person has sole power to vote
"may be deemed to beneficially own the shares held by the Master Fund"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared voting powerfinancial
"Shared Voting Power 14,106,187.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 14,106,187.00"
investment managerfinancial
"Perceptive Advisors serves as the investment manager to the Master Fund"
How much of Relay Therapeutics (RLAY) stock is owned by Perceptive entities?
Perceptive Life Sciences Master Fund directly holds 14,106,187 shares of Relay Therapeutics Common Stock, representing 6.4% of the outstanding shares based on 219,141,631 shares outstanding as of July 31, 2026.
Who are the reporting persons in this Schedule 13G/A for Relay Therapeutics (RLAY)?
The reporting persons are Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd.. Perceptive Advisors is investment manager to the Master Fund, and Edelman is Perceptive Advisors’ managing member.
What percentage of Relay Therapeutics (RLAY) does Perceptive Advisors report owning?
Perceptive Advisors reports beneficial ownership of 6.4% of Relay Therapeutics’ Common Stock, corresponding to 14,106,187 shares, calculated using 219,141,631 shares outstanding as of July 31, 2026.
What voting and dispositive powers are reported over Relay Therapeutics (RLAY) shares?
Each reporting person reports 0 shares with sole voting or dispositive power and 14,106,187 shares with shared voting and shared dispositive power over Relay Therapeutics Common Stock.
How is Joseph Edelman related to the Relay Therapeutics (RLAY) share ownership?
Joseph Edelman is the managing member of Perceptive Advisors LLC and may be deemed to beneficially own the 14,106,187 shares of Relay Therapeutics held by Perceptive Life Sciences Master Fund, Ltd.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
RELAY THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
75943R102
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
75943R102
1
Names of Reporting Persons
Perceptive Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,106,187.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,106,187.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,106,187.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.4 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
75943R102
1
Names of Reporting Persons
Joseph Edelman
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,106,187.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,106,187.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,106,187.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
75943R102
1
Names of Reporting Persons
Perceptive Life Sciences Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
14,106,187.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,106,187.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,106,187.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RELAY THERAPEUTICS, INC.
(b)
Address of issuer's principal executive offices:
60 Hampshire Street, Cambridge, MA 02139
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to the Common Stock, par value $0.001 per share (the "Common Stock") of RELAY THERAPEUTICS, INC. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
75943R102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages are based on 219,141,631 shares of Common Stock outstanding as of July 31, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
The Master Fund directly holds 14,106,187 shares of Common Stock. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own the shares held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own the shares held by the Master Fund.
(b)
Percent of class:
Perceptive Advisors: 6.4%
Mr. Edelman: 6.4%
Master Fund: 6.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 14,106,187
Mr. Edelman: 14,106,187
Master Fund: 14,106,187
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 14,106,187
Mr. Edelman: 14,106,187
Master Fund: 14,106,187
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
