Relay Therapeutics (RLAY): Commodore Capital group discloses 12M-share, 5.5% position

Rhea-AI Filing Summary

Relay Therapeutics, Inc. has a significant shareholder group led by Commodore Capital LP, which, together with Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz, reports beneficial ownership of 12,000,000 shares of common stock. As of June 30, 2026, this represents 5.5% of the outstanding common stock, based on 218,531,200 shares reported as issued and outstanding. The group reports no sole voting or dispositive power over these shares, but shared voting and shared dispositive power over the full 12,000,000 shares. Commodore Capital LP serves as investment manager to Commodore Capital Master LP, and Atkinson and Kramarz, as managing partners, exercise investment discretion with respect to these securities.

Key Figures

Beneficial ownership: 12,000,000 shares Percent of class: 5.5% Shares outstanding: 218,531,200 shares +2 more

5 metrics

Beneficial ownership 12,000,000 shares Aggregate Relay Therapeutics common shares beneficially owned by the filing group

Percent of class 5.5% Ownership percentage of Relay Therapeutics common stock reported by each filer

Shares outstanding 218,531,200 shares Relay Therapeutics common shares issued and outstanding as of June 30, 2026

Shared voting power 12,000,000 shares Shares over which each filer has shared power to vote or direct the vote

Shared dispositive power 12,000,000 shares Shares over which each filer has shared power to dispose or direct disposition

Key Terms

beneficially own, shared voting power, shared dispositive power, investment manager, +1 more

5 terms

beneficially own financial

"the Firm may be deemed to beneficially own an aggregate of 12,000,000 shares"

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 power financial

"Shared Voting Power 12,000,000.00"

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 power financial

"Shared Dispositive Power 12,000,000.00"

investment manager financial

"The Firm is the investment manager to Commodore Master."

percent of class financial

"Percent of class: See Item 11 of the cover page for each Filer."

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What ownership stake in RLAY does Commodore Capital report in this Schedule 13G/A?

Commodore Capital and related filers report beneficial ownership of 12,000,000 shares of Relay Therapeutics, Inc. common stock, representing 5.5% of the class based on the issuer’s reported shares outstanding.

As of what date is the RLAY ownership information in this Schedule 13G/A calculated?

The ownership stake is calculated as of June 30, 2026, using 218,531,200 shares of Relay Therapeutics common stock reported as issued and outstanding in the company’s Quarterly Form 10-Q filed on August 6, 2026.

Who are the filers in this Relay Therapeutics (RLAY) Schedule 13G/A Amendment No. 3?

The filing group consists of Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz, each identified as a “Filer” and reporting shared beneficial ownership of the same 12,000,000 shares.

What type of voting and dispositive power do the filers report over their RLAY shares?

Each filer reports 0 shares with sole voting or dispositive power and 12,000,000 shares with shared voting power and 12,000,000 shares with shared dispositive power, reflecting joint control over the reported position.

How is Commodore Capital LP related to the RLAY shares reported in this Schedule 13G/A?

Commodore Capital LP is described as the investment manager to Commodore Capital Master LP and may be deemed to beneficially own the 12,000,000 Relay Therapeutics shares that Commodore Capital Master LP holds, with Atkinson and Kramarz exercising investment discretion.

Where are the principal business offices of the RLAY Schedule 13G/A filers located?

Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz list their principal office at 444 Madison Avenue, Floor 35, New York, NY 10022, while Commodore Capital Master LP is based in Grand Cayman, Cayman Islands via Maples Corporate Services Limited.

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Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:11 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

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

Commodore Capital LP

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 12,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,000,000.00

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)

5.5 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 75943R102

1

Names of Reporting Persons

Commodore Capital Master LP

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 12,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,000,000.00

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)

5.5 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 75943R102

1

Names of Reporting Persons

Robert Egen Atkinson

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 12,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,000,000.00

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)

5.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 75943R102

1

Names of Reporting Persons

Michael Kramarz

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 12,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,000,000.00

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)

5.5 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Relay Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 60 Hampshire Street, Cambridge, MASSACHUSETTS, 02139.
Item 2.
(a)	Name of person filing: Commodore Capital LP Commodore Capital Master LP Robert Egen Atkinson Michael Kramarz Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(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: See Item 9 of the cover page for each Filer. This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of June 30, 2026, the Firm may be deemed to beneficially own an aggregate of 12,000,000 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Relay Therapeutics, Inc. (the "Issuer"). The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 218,531,200 shares of Common Stock reported as issued and outstanding as of June 30, 2026 in the Issuer's Quarterly Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
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.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	08/14/2026

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	08/14/2026

Robert Egen Atkinson

Signature:	Robert Egen Atkinson
Name/Title:	Authorized Signatory
Date:	08/14/2026

Michael Kramarz

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	08/14/2026

Exhibit Information

Exhibit 1: Joint Filing Agreement