Relay Therapeutics, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Relay Therapeutics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Relay Therapeutics, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| Prepaid and Accrued Research and Development Expenses | |
| Description of the Matter | As of December 31, 2025, the Company has recognized prepaid expenses of $17.8 million, which includes prepaid research and development expenses, and accrued external research and development costs of $12.6 million. As discussed in Note 2 to the consolidated financial statements, the Company makes estimates of prepaid and accrued research and development expenses at each balance sheet date by analyzing the progress of the services, including the phase or completion of events, invoices received and contracted costs from external third parties.Auditing the Company’s estimates of prepaid and accrued external research and development expenses related to contract research organizations in connection with clinical trials, which are included within the prepaid and accrued research and development expenses, is challenging and judgmental, as the amounts are based on various estimates from third-party vendors, as well as other inputs estimated by members of management, such as, the time period over which services will be performed, enrollment of patients, number of sites activated, and the level of effort expended during the reporting period. Additionally, due to the duration of the Company’s research and development activities and the timing of invoicing received from third parties, the actual amounts incurred are not typically known by the date the financial statements are issued. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls related to the Company’s process for recording prepaid and accrued research and development expenses, including controls over management’s review of the assumptions described below.To test prepaid and accrued research and development expenses related to contract research organizations, our audit procedures included, among others, testing the completeness and accuracy of the underlying data used in the Company’s calculations and evaluating the significant assumptions used, as described above, by management to estimate the recorded prepaid and accrued research and development expenses. To assess the reasonableness of the significant assumptions, we corroborated the progress of clinical trials by inquiring of the Company’s clinical team responsible for overseeing its clinical trial activities, obtained and verified information directly from third parties related to patient enrollment, number of active sites, billings, and costs of services, and performed a sensitivity analysis to assess the impact of reasonable changes in assumptions. In addition, we compared the costs for a sample of transactions against the related invoices and contracts and examined a sample of subsequent payments, invoices, and confirmations from the contract research organization to evaluate the accuracy of research and development expense and compared the results to the prepaid and accrued balances at December 31, 2025. |
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/s/Ernst & Young LLP
We have served as the Company’s auditor since 2017.
Boston, Massachusetts
February 26, 2026
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