Point72-related filers reported a 7.8% stake in Relay Therapeutics (RLAY). The Schedule 13G/A shows Point72 Asset Management, Point72 Capital Advisors and Steven A. Cohen collectively report shared voting and dispositive power over 13,445,704 shares of Relay common stock as of the close of business on June 30, 2025. The shares are held through Point72 Associates, an investment fund managed by Point72 Asset Management, and Cubist Systematic Strategies, LLC acted as a sub-advisor for a portion of the holdings. The filing includes a certification that the position was not acquired to influence control of the issuer.
Positive
13,445,704 shares (7.8% of class) are explicitly disclosed, providing clear transparency on ownership
Filed as a Schedule 13G/A with a certification stating the position was not acquired to change or influence control, indicating passive intent
Negative
None.
Insights
TL;DR: Point72 disclosed a significant passive stake of 7.8%, which is large enough to attract investor attention but does not by itself indicate control.
The filing reports 13,445,704 shares held with shared voting and dispositive power as of June 30, 2025. For a company where a single holder controls under 10% of the float, this size of stake can influence liquidity and may prompt market participants to monitor subsequent filings for accumulation or disposition. The Schedule 13G/A classification and the certification language indicate the holders represent the position as passive rather than an intent to change control.
TL;DR: Disclosure of a 7.8% position is material for governance monitoring but the filing affirms a passive posture.
The reporting persons—Point72 Asset Management, Point72 Capital Advisors and Steven A. Cohen—report shared voting and dispositive power over the same block of shares, reflecting control relationships among the filers and the fund that holds the securities. The certification states the stake was not acquired to influence control, which, combined with filing as a 13G/A, signals no immediate governance actions tied to this disclosure. Stakeholders should note the common-control structure disclosed in Item 2 when assessing voting influence.
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)
06/30/2025
(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
Point72 Asset Management, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,445,704.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,445,704.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,445,704.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
75943R102
1
Names of Reporting Persons
Point72 Capital Advisors, Inc.
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
13,445,704.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,445,704.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,445,704.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
75943R102
1
Names of Reporting Persons
Steven A. Cohen
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
13,445,704.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,445,704.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,445,704.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
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:
This statement is filed by: (i) Point72 Asset Management, L.P. ("Point72 Asset Management") with respect to the shares of common stock, par value $0.001 per share ("Shares"), of Relay Therapeutics, Inc. held by Point72 Associates, LLC, an investment fund it manages ("Point72 Associates"); (ii) Point72 Capital Advisors, Inc. ("Point72 Capital Advisors Inc.") with respect to Shares held by Point72 Associates; and (iii) Steven A. Cohen ("Mr. Cohen") with respect to Shares beneficially owned by Point72 Asset Management and Point72 Capital Advisors Inc.
Cubist Systematic Strategies, LLC, an advisor under common control with Point72 Asset Management, acts as a sub-advisor with respect to a portion of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902.
(c)
Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a Delaware corporation. Mr. Cohen is a United States citizen.
(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 Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
Point72 Asset Management, Point72 Capital Advisors Inc., and Mr. Cohen own directly no Shares. Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by Point72 Associates. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management. Mr. Cohen controls each of Point72 Asset Management and Point72 Capital Advisors Inc. The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the Shares reported herein.
(b)
Percent of class:
7.8%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Such information is as of the close of business on June 30, 2025.
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
See Item 2(a). Point72 Associates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Shares.
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.
How many Relay Therapeutics (RLAY) shares did Point72 report owning?
The filers report beneficial ownership of 13,445,704 shares, representing 7.8% of Relay's common stock as of June 30, 2025.
Which entities and individuals filed the Schedule 13G/A for RLAY?
The filing was submitted by Point72 Asset Management, L.P., Point72 Capital Advisors, Inc., and Steven A. Cohen.
Does the filing indicate Point72 intends to influence control of Relay Therapeutics?
No. The Schedule 13G/A includes a certification stating the securities were not acquired and are not held to change or influence control of the issuer.
As of what date are the ownership figures reported?
The ownership figures are stated as of the close of business on June 30, 2025.
Where are the reported shares held and who manages them?
The shares are held by Point72 Associates, LLC, an investment fund managed by Point72 Asset Management; Cubist Systematic Strategies, LLC acted as a sub-advisor for a portion of the shares.
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