Relay Therapeutics, Inc. 10-Q

Item 2. Unregistered Sales of Equ ity Securities and Use of Proceeds None. 64 Item 5. Other I nformation Rule 10b5-1 Trading Plans The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of our securities adopted or terminated by our directors and officers that is a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, or a Rule 10b5-1 trading arrangement. No other officers or directors adopted , materially modified , or terminated a Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement during the quarterly period covered by this report. Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Expiration Date Aggregate Number of Securities Donald A. Bergstrom ( President, Research and Development ) Adoption ( 08/08/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 06/06/2025 and (ii) the execution or expiration of all trade instructions thereunder Up to 276,000 shares Brian Adams ( Chief Legal Officer ) Adoption ( 08/06/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 03/31/2025 and (ii) the execution or expiration of all trade instructions thereunder Up to 20,565 shares Patel Family Irrevocable Trust of 2019 (1) Adoption ( 08/07/2024 ) Rule 10b5-1 trading arrangement The earlier of (i) 01/23/2025 and (ii) the execution or expiration of all trade instructions thereunder Up to 600 ,000 shares (1) This 10b5-1 plan was entered into by an irrevocable trust, which holds the applicable shares for the benefit of Sanjiv K. Patel's family members. Sanjiv K. Patel is our Chief Executive Officer . An independent trustee is trustee of the trust. 65 Item 6. E xhibits. Exhibit Number Description 3.1 Fourth Amended and Restated Certificate of Incorporation of Relay Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-K (File No. 001-39385) filed on February 23, 2023). 3.2 Amended and Restated Bylaws of Relay Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-39385) filed on July 21, 2020). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. 66 SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RELAY THERAPEUTICS, INC. Date: November 6, 2024 By: /S/ SANJIV K. PATEL Sanjiv K. Patel, M.D. President and Chief Executive Officer (Principal Executive Officer) Date: November 6, 2024 By: /S/ THOMAS CATINAZZO Thomas Catinazzo Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) 67