Sec Form 4 Filing - Patel Sanjiv @ Relay Therapeutics, Inc. - 2025-02-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Patel Sanjiv 2. Issuer Name and Ticker or Trading Symbol Relay Therapeutics, Inc. [ RLAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O RELAY THERAPEUTICS, INC., 399 BINNEY STREET, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2025 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/11/2025 S 140,182 ( 1 ) D $ 3.85 625,948 ( 2 ) D Common Stock 02/11/2025 A 332,465 ( 3 ) A $ 0 958,413 ( 4 ) D Common Stock 02/13/2025 S 75,324 ( 5 ) D $ 3.7 883,089 ( 6 ) D Common Stock 199,548 I By The Patel Family Irrevocable Trust of 2019 ( 7 ) Common Stock 687,355 I By The SSP Irrevocable Trust of 2020 ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Patel Sanjiv C/O RELAY THERAPEUTICS, INC. 399 BINNEY STREET, 2ND FLOOR CAMBRIDGE, MA02142 X President and CEO Signatures /s/ Brian Adams, as Attorney-in-Fact 02/13/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 381,180 shares of restricted stock units ("RSUs") on February 10, 2025. The reporting person had no discretion with respect to such sale, which was transacted in accordance with the Issuer's policies regarding the vesting of RSUs. ( 2 )Includes 381,180 shares underlying RSUs. ( 3 )Represents RSUs granted to the reporting person pursuant to the Issuer's 2020 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon vesting. ( 4 )Includes 713,645 shares underlying RSUs. ( 5 )Sale of shares to cover the reporting person's income tax withholding obligations upon the vesting of 166,232 shares of RSUs on February 12, 2025. The reporting person had no discretion with respect to such sale, which was transacted in accordance with the Issuer's policies regarding the vesting of RSUs. ( 6 )Includes 547,413 shares underlying RSUs. ( 7 )These shares are held in irrevocable trusts for the benefit of the reporting person's family members. An independent trustee is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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