Relay Therapeutics reports that Perceptive Life Sciences Master Fund, Perceptive Advisors LLC and Joseph Edelman each beneficially own 9,404,725 shares of Common Stock, representing 5.3% of the class.
Ownership is shown as shared voting and dispositive power for 9,404,725 shares. The filing cites 178,725,809 shares outstanding as of February 20, 2026 as the basis for percentage calculation.
Positive
None.
Negative
None.
Insights
Perceptive-affiliated entities list a 5.3% beneficial stake in Relay Therapeutics.
The filing shows the Master Fund directly holds 9,404,725 shares and that Perceptive Advisors and Joseph Edelman may be deemed beneficial owners through shared voting and dispositive power. The percentage is calculated against 178,725,809 shares outstanding as of February 20, 2026.
This is a disclosure of ownership under Schedule 13G; cash‑flow treatment and any planned transactions are not disclosed in the excerpt. Subsequent filings would show changes in position or voting arrangements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RELAY THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
75943R102
(CUSIP Number)
03/12/2026
(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
9,404,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,404,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,404,725.00
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)
5.3 %
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
9,404,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,404,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,404,725.00
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)
5.3 %
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
9,404,725.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,404,725.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,404,725.00
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)
5.3 %
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 Number(s):
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 178,725,809 shares of Common Stock outstanding as of February 20, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2026.
The Master Fund directly holds 9,404,725 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: 5.3%
Mr. Edelman: 5.3%
Master Fund: 5.3%
(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: 9,404,725
Mr. Edelman: 9,404,725
Master Fund: 9,404,725
(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: 9,404,725
Mr. Edelman: 9,404,725
Master Fund: 9,404,725
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.
What stake does Perceptive Advisors report in RELAY?
Perceptive Advisors is reported as beneficially owning 9,404,725 shares, equal to 5.3% of the class. The percentage uses 178,725,809 shares outstanding as of February 20, 2026, per the filing.
Who directly holds the shares listed in the Schedule 13G for RLAY?
The Schedule 13G states that Perceptive Life Sciences Master Fund, Ltd. directly holds 9,404,725 shares. Perceptive Advisors and Joseph Edelman are reported as investment manager and managing member respectively.
How is voting and dispositive power reported for these RLAY shares?
The filing shows shared voting power and shared dispositive power of 9,404,725 shares for each reporting person. Sole voting and sole dispositive power are reported as 0.
What outstanding share figure does the Schedule 13G use to calculate percentages?
The percentage ownership is based on 178,725,809 shares outstanding as of February 20, 2026, as cited from the issuer's Annual Report on Form 10-K filed February 26, 2026.
Does the Schedule 13G disclose any planned sales or purchases of RLAY stock?
No planned transactions are disclosed in the provided excerpt. The filing lists current beneficial ownership and voting/dispositive power but does not state any intentions to buy or sell shares.
