Relay Therapeutics, Inc.

1. Nature of Business and Basis of Presentation

Relay Therapeutics, Inc. (the "Company") was incorporated in Delaware on May 4, 2015 and is headquartered in Cambridge, Massachusetts. The Company is a clinical-stage, small molecule precision medicine company developing potentially life-changing therapies for patients living with cancer and genetic disease. The Company’s Dynamo® platform integrates an array of leading-edge computational and experimental approaches designed to drug protein targets that have previously been intractable or inadequately addressed. The Company’s focus is on enhancing small molecule therapeutic discovery in targeted oncology and genetic disease indications. The Company’s lead product candidate, zovegalisib (RLY-2608), is in clinical development. The Company has also initiated a clinical trial studying its NRAS-selective inhibitor, RLY-8161, in patients with NRAS-mutant melanoma and other NRAS-mutant solid tumors. Additionally, the Company is advancing its non-inhibitory chaperone for Fabry disease and a mutant-selective TIE2 inhibitor for vascular anomalies, as well as early-stage discovery programs across both precision oncology and genetic diseases.

The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, compliance with government regulations, and the need to obtain additional financing. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure, and extensive compliance-reporting capabilities.

The Company’s product candidates are in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval, or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid change in technology and substantial competition from pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees and consultants.

The Company has devoted substantially all of its resources to developing its product candidates by integrating its computational and experimental approaches, building its intellectual property portfolio, business planning, raising capital, and providing general and administrative support for these operations.

The Company has incurred net operating losses since inception and had an accumulated deficit of$2.3 billion as of September 30, 2026. The Company expects that its existing cash, cash equivalents, and investments as of September 30, 2026 will enable it to fund its planned operating expenses and capital expenditures for at least one year from the date of the issuance of these condensed consolidated financial statements. The future viability of the Company is dependent on its ability to generate cash from operating activities or to raise additional capital to finance its operations. The Company’s failure to raise capital as and when needed could have a material adverse effect on its financial condition and ability to pursue its business strategies. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into license or collaboration arrangements or obtain government grants. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development programs, product portfolio expansion, or commercialization efforts, which could adversely affect its business prospects. In the event the Company requires additional funding, there can be no assurance that it will be successful in obtaining sufficient funding on terms acceptable to the Company to fund its continuing operations, if at all.

2. Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for reporting on Form 10-Q.

The Company’s condensed consolidated financial statements include the accounts of Relay Therapeutics, Inc. and its wholly-owned subsidiary, Relay Therapeutics Securities Corporation.

All intercompany balances and transactions have been eliminated.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of September 30, 2026, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025, the condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025 are unaudited. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated financial position as of September 30, 2026, the condensed consolidated results of its operations for the three and nine months ended September 30, 2026 and 2025, and condensed consolidated cash flows for the nine months ended September 30, 2026 and 2025. The condensed consolidated financial data and other information disclosed in these notes related to the three and nine months ended September 30, 2026 and 2025 are unaudited. The condensed consolidated results for the three and nine months ended September 30, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods, or any future year or period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the determination of the transaction price and standalone selling price of performance obligations under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, the accrual of research and development expenses, the valuation of equity instruments, and the incremental borrowing rate for determining operating lease assets and liabilities. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.

Collaboration Agreements

The Company has entered into various collaborative agreements with third parties to research, develop, and commercialize drug candidates, pursuant to which the risks and rewards for such activities are shared between the parties. In general, such contracts are evaluated under the provisions of ASC Topic 808, Collaborative Arrangements.

Any payments in the research and development stage of the collaboration under such contracts, including development milestones, are expensed as research and development expenses on the condensed consolidated statement of operations and comprehensive loss in the period in which they are incurred, provided the underlying intellectual property has no alternative future use.

Payments upon regulatory approval under such contracts are capitalized as intangibles and amortized over the estimated remaining useful life of the related product, if the other capitalization criteria are met under ASC Topic 350, Intangibles – Goodwill and Other. The amortization is recognized as expense on the condensed consolidated statement of operations and comprehensive loss.

Any amounts receivable or payable for research and development activities under such contracts are presented net within research and development expenses on the condensed consolidated statement of operations and comprehensive loss, as such net costs reflect the Company’s share of the ongoing research and development efforts.

Any amounts receivable and payable for commercialization activities are presented net as either collaboration revenue, separate from revenue from contracts with customers, or collaboration expense on the condensed consolidated statement of operations and comprehensive loss, as appropriate.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), the objective of which is to improve disclosures around an entity's expenses. In particular, the standard will require disclosure of additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, as well as for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the standard on the presentation of its condensed consolidated financial statements and footnotes.

3. Segment Information

The Company’s chief operating decision maker (the "CODM") is the President and Chief Executive Officer andthe Company views its operations as one segment, which is using innovative experimental and computational approaches on protein motion for making medicines to drug protein targets that have previously been intractable or inadequately addressed. The factors used in determining the Company’s segments include the nature of the Company’s operating activities, the organizational and reporting structure, and the type of information provided to and reviewed by the Company’s CODM to allocate resources and evaluate financial performance.

The measure of segment assets is reported on the Company’s condensed consolidated balance sheets as total condensed consolidated assets. The Company only operates in the United States and all tangible assets, consisting of property and equipment and operating lease right-of-use assets, are held in the United States.

The Company’s CODM uses condensed consolidated net loss to evaluate the Company’s expenditures and monitor budget-to-actual results. In connection therewith, the review of budget-to-actual results is used in assessing performance of the Company’sone operating segment, as well as in establishing resource allocations across the Company.

The following table illustrates information about segment revenue, significant segment expenses, and segment net loss.

The expense categories and amounts in the table above align with the segment-level information regularly provided to the CODM.

(1) "Employee related expenses" within research and development expenses excludes stock compensation expense.

(2) "Other expenses" within research and development expenses excludes depreciation expense.

(3) "General and administrative expenses" excludes stock compensation expense and depreciation expense.

(4) Effective as of July 31, 2026, the Company terminated its operating lease for 12,190 square feet of office space in Building 300 at One Kendall Square, Cambridge, MA 02139 (“300 OKS Lease”) with ARE MA Region No. 59 LLC (“300 OKS Landlord”). Prior to the termination, the 300 OKS Lease was scheduled to expire on February 28, 2030. In consideration for the termination, the Company paid the 300 OKS Landlord a termination payment of $1.5 million (the “Termination Payment”). During thethree months ended September 30, 2026, the Company derecognized the operating lease asset of $5.8 million and operating lease liabilities of $2.8 million as of termination. The net amount of $3.0 million and the Termination Payment were both recorded within the condensed consolidated statement of operations and comprehensive loss for thethree and nine months ended September 30, 2026. Consistent with the Company’s accounting policies for operating leases, the total expense of $4.5 million was allocated between research and development expenses of $3.9 million and general and administrative expenses of $0.6 million.

4. Fair Value Measurements

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:

In determining the fair value of its investments at each date presented above, the Company relied on quoted prices for similar securities in active markets or using other inputs that are observable or can be corroborated by observable market data.

5. Investments

The fair value of available-for-sale investments by type of security was as follows:

The following tables summarize the Company's available-for-sale debt securities in an unrealized loss position, aggregated by major security type and length of time in a continuous unrealized loss position:

As summarized in the tables immediately above, the Company held 97 and 8 debt securities that were in an unrealized loss position as of September 30, 2026 and December 31, 2025, respectively. The unrealized losses at September 30, 2026 and December 31, 2025 were attributable to changes in interest rates and do not represent credit losses. The Company does not intend to sell these securities and it is not more likely than not that it will be required to sell them before recovery of their amortized cost basis.

6. Common Stock

In June 2026, the stockholders approved a second amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000.

Each share of common stock entitles the stockholder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, as may be declared by the Company’s board of directors. As of September 30, 2026, no dividends had been declared.

At-the-Market Offerings

In August 2024, the Company entered into a sales agreement (the "Original Sales Agreement") with TD Securities (USA) LLC (“TD Securities”), pursuant to which the Company may offer and sell shares of its common stock, from time to time, in “at-the-market” offerings through TD Securities, as the Company’s sales agent. In August 2026, the Company entered into an amendment to the Original Sales Agreement (such amendment, together with the Original Sales Agreement, collectively, the "Sales Agreement") to increase the size of the at-the-market offering program from $250.0 million to $463.0 million.

As of December 31, 2025, no shares of common stock had been sold under the Original Sales Agreement.

During the three months ended March 31, 2026, the Company sold 14,141,569 shares of common stock under the Original Sales Agreement, from which the Company received $137.1 million in net proceeds.

During the three months ended June 30, 2026, the Company sold 1,865,000 shares of common stock under the Original Sales Agreement, from which the Company received $22.1 million in net proceeds.

During the three months ended September 30, 2026, no shares of common stock were sold under the Sales Agreement.

Follow-On Offering

In May 2026, the Company completed a public offering of 26,354,167 shares of common stock, which share amount includes the exercise in full of the underwriters' option to purchase an additional 3,437,500 shares, at an offering price of $12.00 per share. The Company received proceeds of $296.8 million, which was net of $19.4 million in underwriting discounts and other offering expenses.

7. Net Loss per Share

The following table summarizes the computation of basic and diluted net loss per share of the Company:

For thethree and nine months ended September 30, 2026 and 2025, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss per share is the same.

In computing diluted net loss per share for the three and nine months ended September 30, 2026 and 2025, the Company excluded the following potentially dilutive securities, as the effect would be anti-dilutive and reduce the net loss per share calculated for each period.

The amounts in the table above are presented based on amounts outstanding at each period end.

8. License Agreements

Elevar Therapeutics, Inc.

In December 2024, the Company and Elevar Therapeutics, Inc. ("Elevar") entered into the Exclusive License Agreement (as amended from time to time, the "Elevar Agreement"), pursuant to which Elevar was granted exclusive global development and commercialization rights for lirafugratinib (RLY-4008), the Company's selective oral small molecule inhibitor of fibroblast growth factor receptor 2 ("FGFR2"). Upon execution of the Elevar Agreement, Elevar is responsible for all further development activities and global commercialization for lirafugratinib in FGFR2-driven cholangiocarcinoma and FGFR2-altered other solid tumors.

During the three months ended September 30, 2026, the FDA granted full approval for lirafugratinib (LYRFIGTU™) as a treatment option for patients with cholangiocarcinoma with FGFR2 fusion or other rearrangement.

As of September 30, 2026, consideration to the Company under the Elevar Agreement totaled $18.7 million, consisting of:

•

$5.0 million upon execution;

•

$3.7 million upon transfer of active pharmaceutical ingredient and other materials; and

•

$10.0 million in milestone payments.

The Company is also eligible to receive up to $485.0 million in regulatory and commercial milestone payments, as well as tiered royalties.

During the three months ended September 30, 2026 and 2025, the Company recognized $0 of license and other revenue from the Elevar Agreement.

During the nine months ended September 30, 2026 and 2025, the Company recognized $3.4 million and $8.4 million, respectively, of license and other revenue from the Elevar Agreement.

9. Commitments and Contingencies

Intellectual Property License

The Company has a Collaboration and License Agreement with D. E. Shaw Research, LLC ("D. E. Shaw Research"), pursuant to which the Company and D.E. Shaw Research jointly conducted research efforts with the goal of identifying and developing product candidates (as amended from time to time, the “DESRES Agreement”). The initial research term of the DESRES Agreement expired on August 16, 2025. The DESRES Agreement continues on a target-by-target basis until all payment obligations have expired.

In connection with the FDA approval of lirafugratinib (a program directed to a Category 1 Target under the DESRES Agreement), as referenced above, the Company is obligated to pay $4.8 million to DESRES. Although the amount is expected to be paid after September 30, 2026, such amount was capitalized as an intangible on the Company’s condensed consolidated balance sheet as of September 30, 2026. The amount will be amortized as expense over the estimated remaining useful life of the product on the condensed consolidated statement of operations and comprehensive loss.

For the three months ended September 30, 2026 and 2025, the Company recorded research and development expenses of $0 and $1.2 million, respectively, under the DESRES Agreement on its condensed consolidated statement of operations and comprehensive loss.

For the nine months ended September 30, 2026 and 2025, the Company recorded research and development expenses of $0.1 million and $8.6 million, respectively, under the DESRES Agreement on its condensed consolidated statement of operations and comprehensive loss.

As of September 30, 2026 and December 31, 2025, the Company had accrued expense and accounts payable balances of $4.8 million and $0.6 million, respectively, under the DESRES Agreement on its condensed consolidated balance sheets.

Other Arrangements

The Company has certain other research and license arrangements and other collaborations with third parties, which provide the Company with specified research and/or development services.

10. Subsequent Events

In preparing the condensed consolidated interim financial statements as of September 30, 2026 and for the three months then ended, the Company evaluated subsequent events for recognition and measurement purposes. The Company concluded that no events or transactions have occurred that require disclosure in the accompanying condensed consolidated financial statements, except as otherwise described in the notes above.