Casdin boosts Relay Therapeutics (RLAY) stake to over 7% passive holding

Rhea-AI Filing Summary

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.

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Accepted by SEC EDGAR 02/17/2026 - 04:45 PM Learn about SEC filing dates

FAQ

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Relay Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

75943R102

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 75943R102

1

Names of Reporting Persons

CASDIN CAPITAL, 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 13,003,574.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,003,574.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,003,574.00

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)

7.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 75943R102

1

Names of Reporting Persons

CASDIN PARTNERS MASTER FUND, L.P.

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 12,585,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,585,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,585,000.00

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)

7.3 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 75943R102

1

Names of Reporting Persons

CASDIN PARTNERS GP, 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 13,003,574.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,003,574.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,003,574.00

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)

7.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 75943R102

1

Names of Reporting Persons

ELI CASDIN

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 13,003,574.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,003,574.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,003,574.00

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)

7.5 %

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, MA 02139
Item 2.
(a)	Name of person filing: Casdin Capital, LLC Casdin Partners Master Fund, L.P. Casdin Partners GP, LLC Eli Casdin
(b)	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).
Item 4.	Ownership
(a)	Amount beneficially owned: Casdin Capital, LLC - 13,003,574 Casdin Partners Master Fund, L.P. - 12,585,000 Casdin Partners GP, LLC - 13,003,574 Eli Casdin - 13,003,574
(b)	Percent of class: Casdin Capital, LLC - 7.5% Casdin Partners Master Fund, L.P. - 7.3% Casdin Partners GP, LLC - 7.5% Eli Casdin - 7.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Casdin Capital, LLC - 0 Casdin Partners Master Fund, L.P. - 0 Casdin Partners GP, LLC - 0 Eli Casdin - 0
	(ii) Shared power to vote or to direct the vote: Casdin Capital, LLC - 13,003,574 Casdin Partners Master Fund, L.P. - 12,585,000 Casdin Partners GP, LLC - 13,003,574 Eli Casdin - 13,003,574
	(iii) Sole power to dispose or to direct the disposition of: Casdin Capital, LLC - 0 Casdin Partners Master Fund, L.P. - 0 Casdin Partners GP, LLC - 0 Eli Casdin - 0
	(iv) Shared power to dispose or to direct the disposition of: Casdin Capital, LLC - 13,003,574 Casdin Partners Master Fund, L.P. - 12,585,000 Casdin Partners GP, LLC - 13,003,574 Eli Casdin - 13,003,574
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.
	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.

Exhibit Information

Exhibit A - Joint Filing Agreement