Relay Therapeutics, Inc. 10-Q

Item 2. Unregistered Sales of Equ ity Securities and Use of Proceeds None. 68 Item 5. Other I nformation Rule 10b5-1 Trading Plans During the three months ended June 30, 2025 , none of our directors or officers adopted , materially modified , or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement. Departure of Directors or Certain Officers On August 4, 2025, Brian Adams informed the company's Board of Directors that he is resigning from his position as the Company's Chief Legal Officer and Secretary, effective as of August 8, 2025. Mr. Adams' resignation is not the result of any dispute or disagreement with the company. Mr. Adams will not receive any severance payments or benefits in connection with his departure. To enable a smooth transition, Mr. Adams has agreed to provide ad hoc transition support to the company for no additional cash compensation. 69 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). 10.1*# Amended and Restated Non-Employee Director Compensation Policy, effective as of May 8, 2025 10.2* Third Amendment to Lease, dated as of June 3, 2025, between the Registrant and ARE-MA REGION NO. 58, LLC 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. # Indicates a management contract or any compensatory plan, contract, or arrangement. 70 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: August 7, 2025 By: /S/ SANJIV K. PATEL Sanjiv K. Patel, M.D. President and Chief Executive Officer (Principal Executive Officer) Date: August 7, 2025 By: /S/ THOMAS CATINAZZO Thomas Catinazzo Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) 71