Relay Therapeutics, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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Securities Exchange Act of 1934

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Cambridge, MA 02139

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held June 9, 2026

You are invited to attend the 2026 Annual Meeting of Stockholders, or Annual Meeting, of Relay Therapeutics, Inc., or the Company, which will be held online on June 9, 2026, at 3:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting, which will be conducted via live webcast. You will be able to attend the meeting online, vote electronically and submit questions by registering at www.proxydocs.com/RLAY prior to the deadline of June 5, 2026 at 5:00 p.m. Eastern Time.

The purpose of the Annual Meeting is the following:

To elect two class III directors to our board of directors, to serve until the 2029 annual meeting of stockholders and until their successor has been duly elected and qualified, or until such director's earlier death, resignation or removal;

To consider and act upon an advisory vote on the compensation of our named executive officers;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our common stock from 300,000,000 to 450,000,000; and

To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Stockholders of record at the close of business on April 13, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. Our board of directors recommends a vote "FOR" the election of each of the two nominees for class III directors; "FOR" the approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement; "FOR" the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2026; and "FOR" the amendment to our Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our common stock from 300,000,000 to 450,000,000.

We are pleased to comply with the rules of the Securities and Exchange Commission that allow companies to distribute their proxy materials over the Internet under the "notice and access" approach. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or Notice of Availability, instead of a paper copy of our proxy materials and our Annual Report for the fiscal year ended December 31, 2025, or the 2025 Annual Report. We plan to mail the Notice of Availability on or about April 29, 2026, and it contains instructions on how to access those documents and to cast your vote over the Internet. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you would like to receive a printed copy of our proxy materials, including our proxy statement, our 2025 Annual Report and a form of proxy card, free of charge, please follow the instructions on the Notice of Availability.

In order to attend the Annual Meeting virtually, you must register in advance at www.proxydocs.com/RLAY prior to the deadline of June 5, 2026 at 5:00 p.m. Eastern Time. You will be required to enter the control number provided in the Notice of Availability or the proxy card at www.proxydocs.com/RLAY. Beneficial owners of shares held in street name will need to register as well, and also follow the instructions provided in the voting instructions form by the broker, bank or other nominee that holds their shares. Upon completing your registration, you will receive further instructions via email, including your unique link to access the Annual Meeting and to submit questions in advance of the Annual Meeting. Please see the "General Information" section of the proxy statement that accompanies this notice for more details regarding the logistics of the virtual Annual Meeting. You will not be able to attend the Annual Meeting in person.

Your vote is important. Whether or not you are able to attend the Annual Meeting and vote your shares online during the meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy over the Internet or by telephone as described in the instructions included in the Notice of Availability or by signing, dating and returning the proxy card.

By order of the Board of Directors,

/s/ Sanjiv K. Patel

Sanjiv K. Patel

President and Chief Executive Officer

Cambridge, Massachusetts

April 28, 2026

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Cambridge, MA 02139