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Relay Therapeutics, Inc. (RLAY) received an updated Schedule 13G/A showing Casdin-affiliated investors as significant shareholders. Casdin Capital, LLC, Casdin Partners GP, LLC and Eli Casdin each report beneficial ownership of 13,003,574 shares of common stock, representing 7.5% of the class as of 12/31/2025. Casdin Partners Master Fund, L.P. reports 12,585,000 shares, or 7.3% of the class. All reported shares are held by advisory clients of Casdin Capital, and the filers certify the holdings are passive and not intended to change or influence control of Relay Therapeutics.
FAQ
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What does the Schedule 13G/A filing reveal about Casdin and Relay Therapeutics (RLAY)?
The filing shows Casdin-affiliated entities as significant passive shareholders of Relay Therapeutics. Casdin Capital, LLC, Casdin Partners GP, LLC and Eli Casdin each report beneficial ownership of 13,003,574 Relay shares, while Casdin Partners Master Fund, L.P. reports 12,585,000 shares, making them sizable institutional holders.
How large is Casdin Capital’s reported stake in Relay Therapeutics (RLAY)?
Casdin Capital, LLC reports beneficial ownership of 13,003,574 Relay Therapeutics common shares, equal to 7.5% of the outstanding class. This positions Casdin Capital as a major shareholder with shared voting and dispositive power over the reported shares through its advisory-client relationships.
What is Casdin Partners Master Fund, L.P.’s ownership percentage in Relay Therapeutics (RLAY)?
Casdin Partners Master Fund, L.P. reports beneficial ownership of 12,585,000 Relay Therapeutics shares, representing 7.3% of the common stock. These shares are held as part of Casdin Capital’s advisory-client accounts, and the fund is the only client noted as holding more than 5% of the class.
Are the Casdin holdings in Relay Therapeutics (RLAY) considered passive or activist?
The investors characterize their Relay Therapeutics position as passive. They certify the securities were not acquired and are not held to change or influence control of Relay, but instead are held without any control-oriented purpose under the Schedule 13G framework for passive ownership.
Who are the reporting persons in this Relay Therapeutics (RLAY) Schedule 13G/A?
The reporting persons are Casdin Capital, LLC, Casdin Partners Master Fund, L.P., Casdin Partners GP, LLC and Eli Casdin. Each provides its jurisdiction of organization, business address in New York, and detailed information on voting and dispositive power over Relay Therapeutics common stock.
Do Casdin-affiliated entities claim full beneficial ownership of Relay Therapeutics (RLAY) shares?
They expressly limit their ownership claims to economic interests. The filing states each reporting person disclaims beneficial ownership of the Relay shares except to the extent of their pecuniary interest, clarifying that legal and economic interests may differ across advisory clients and related entities.
Address or principal business office or, if none, residence:
Casdin Capital, LLC
1350 Avenue of the Americas, Suite 2600
New York, New York 10019
Casdin Partners Master Fund, L.P.
1350 Avenue of the Americas, Suite 2600
New York, New York 10019
Casdin Partners GP, LLC
1350 Avenue of the Americas, Suite 2600
New York, New York 10019
Eli Casdin
1350 Avenue of the Americas, Suite 2600
New York, New York 10019
(c)
Citizenship:
Casdin Capital, LLC - Delaware
Casdin Partners Master Fund, L.P. - Cayman Islands
Casdin Partners GP, LLC - Delaware
Eli Casdin - United States
(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).
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 2 are directly owned by advisory clients of Casdin Capital, LLC. None of those advisory clients, other than Casdin Partners Master Fund, L.P., may be deemed to beneficially own more than 5% of the Common Stock, par value $0.001 per share.
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.
CASDIN CAPITAL, LLC
Signature:
By: /s/ Eli Casdin
Name/Title:
Eli Casdin, Managing Member
Date:
02/17/2026
CASDIN PARTNERS MASTER FUND, L.P.
Signature:
By: /s/ Eli Casdin
Name/Title:
Eli Casdin, Managing Member of its general partner
Date:
02/17/2026
CASDIN PARTNERS GP, LLC
Signature:
By: /s/ Eli Casdin
Name/Title:
Eli Casdin, Managing Member
Date:
02/17/2026
ELI CASDIN
Signature:
By: /s/ Eli Casdin
Name/Title:
Eli Casdin
Date:
02/17/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
