Relay Therapeutics, Inc.: Q2 FY2026 earnings call

What management said about Q2 FY2026, from the documents filed with the SEC on 6 August 2026: press release. The quarter’s numbers.

Key takeaways

Capacity ceiling raised in amendment: Amendment No. 1 replaces the $250,000,000 reference in paragraph 1 with $462,978,049. The amendment is dated August 6, 2026 and amends the sales agreement dated August 6, 2024. Source
Prior quarter at-the-market proceeds: The previous release reported $137.1 million net proceeds from at-the-market offerings in the first quarter of 2026, with a further $22.1 million received in April.
Block trades added to permitted sales: Restated paragraph 3 allows sales in negotiated transactions, including block trades or Block Sales, alongside at-the-market sales through Nasdaq or other existing trading markets. Source
Not a covered foreign person: New paragraph 6(ccc) states the company and its subsidiaries are not covered foreign persons and do not currently engage in covered activity under 31 C.F.R. § 850.208. Source
General counsel now named in schedule: Schedule 2 names Soo-Yeun Lim, General Counsel, in place of Brian Adams, Chief Legal Officer. Source
Placement notice form now dated: The Schedule 1 form of placement notice adds the words “as amended on August 6, 2026” after the 2024 reference. Source

What changed from last quarter

New: Common stock sales program capacity raised from $250,000,000 to $462,978,049. Source
New: Sales methods widened to include negotiated transactions and block trades. Source
New: Outbound investment security representation added as new paragraph 6(ccc). Source
New: Schedule 2 contact changed from chief legal officer to general counsel. Source

Sales agreement capacity

Capacity ceiling raised in amendment: Amendment No. 1 replaces the $250,000,000 reference in paragraph 1 with $462,978,049. The amendment is dated August 6, 2026 and amends the sales agreement dated August 6, 2024. Source
Agreement dated August 6, 2024: The amendment concerns the Common Stock Sales Agreement between the company and TD Securities (USA) LLC, dated August 6, 2024. Source
Prior quarter at-the-market proceeds: The previous release reported $137.1 million net proceeds from at-the-market offerings in the first quarter of 2026, with a further $22.1 million received in April.

Sales methods and agent

Block trades added to permitted sales: Restated paragraph 3 allows sales in negotiated transactions, including block trades or Block Sales, alongside at-the-market sales through Nasdaq or other existing trading markets. Source
Seller named as TD Cowen: The restated paragraph 3 refers to TD Cowen as the seller, while the amendment names TD Securities (USA) LLC as the agent. Source
At-the-market definition retained: The restated paragraph keeps the at-the-market offering definition under Rule 415 of the Securities Act. Source

Outbound investment representation

Not a covered foreign person: New paragraph 6(ccc) states the company and its subsidiaries are not covered foreign persons and do not currently engage in covered activity under 31 C.F.R. § 850.208. Source
No joint ventures in covered activity: The company states it has no joint ventures that engage in, or plan to engage in, covered activity. Source
No board seats or voting interests: The company also states it holds no board seat, voting or equity interest, or contractual power to direct management of any such person. Source

Advisers and notice details

Legal counsel changed to Cooley: Paragraph 7(p) now names Cooley LLP where the agreement previously named Dechert LLP. Source
Notice address moved to Hampshire Street: The address in paragraph 12 changes from 399 Binney Street to 60 Hampshire Street, Cambridge, Massachusetts. Source
General counsel now named in schedule: Schedule 2 names Soo-Yeun Lim, General Counsel, in place of Brian Adams, Chief Legal Officer. Source

Conforming changes to forms

Placement notice form now dated: The Schedule 1 form of placement notice adds the words “as amended on August 6, 2026” after the 2024 reference. Source
Officer certificate also conformed: The officer certificate in Exhibit 7(m) receives the same “as amended on August 6, 2026” wording. Source
Amendment effective on signing date: The amendment takes effect as of August 6, 2026, forms part of the sales agreement, and otherwise leaves the agreement in full force. Source

Execution and governing law

Signed by CEO and TD Securities: Sanjiv Patel, Chief Executive Officer, signed for the company, and Michael Murphy, Managing Director, signed for TD Securities (USA) LLC. Source
New York law governs amendment: The amendment is governed by New York law, and the parties consent to New York civil law for procedural matters. Source
Counterparts and electronic delivery allowed: The amendment may be signed in counterparts, and delivery by facsimile or electronic transmission is permitted. Source

Coming up, as management said on 6 August 2026

Prospectus supplement due in two days: The company must file a Rule 424(b) prospectus supplement reflecting the amendment within two Business Days of the agreement date, August 6, 2026. Source

Other quarters

Summarised with AI from the documents the company filed with the SEC. Every point is checked against the filing before it is shown: management’s own words word for word, figures against the line or table row they come from. A point that fails the check is left out. Source opens the filing at that line.

As filed with the SEC

Open the filing on EDGAR

AMENDMENT NO. 1 TO THE COMMON STOCK SALES AGREEMENT

TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

Ladies and Gentlemen:

This Amendment No. 1 to the Sales Agreement, dated as of August 6, 2026, is entered into by and between Relay Therapeutics, Inc. (the “Company”) and TD Securities (USA) LLC (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Sales Agreement (as defined below).

WHEREAS, the Company and the Agent have entered into that certain Common Stock Sales Agreement, dated August 6, 2024 (the “Sales Agreement”), with respect to the issuance and sale of the Common Stock; and

WHEREAS, the Company and the Agent desire to amend the Sales Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the Company and the Agent hereby amend the Sales Agreement as follows:

1. The title of the Sales Agreement shall be amended such that the reference to “$250,000,000” shall be “$462,978,049”.

2. The first sentence of numbered paragraph 1 shall be amended such that the reference to “$250,000,000” shall be “$462,978,049”.

3. The fourth sentence of numbered paragraph 3 shall be amended and restated as follows:

TD Cowen may sell Placement Shares in negotiated transactions, including block trades or Block Sales, or by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made through Nasdaq or on any other existing trading market for the Common Stock, or by any other method permitted by law.

4. A new paragraph 6(ccc) shall be added as follows:

Outbound Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person”, as that term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered activity”, as that term is defined in in 31 C.F.R. § 850.208 (“Covered Activity”). The Company does not have any joint ventures that engages in or plans to engage in any Covered Activity. The Company also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

5. The first sentence of numbered paragraph 7(p) shall be amended such that the reference to “Dechert LLP” shall be “Cooley LLP”.

6. The first sentence of numbered paragraph 12 shall be amended such that the reference to “399 Binney Street, Cambridge, Massachusetts 02139” shall be replaced with “60 Hampshire Street, Cambridge, Massachusetts 02139”.

7. The first sentence of the Form of Placement Notice attached as Schedule 1 to the Sales Agreement is amended to add the words “as amended on August 6, 2026” immediately after 2024.

8. Schedule 2 of the Sales Agreement shall be amended such that the reference to “Brian Adams Chief Legal Officer” shall be replaced with “Soo-Yeun Lim General Counsel”.

9. The first sentence of the Officer Certificate attached as Exhibit 7(m) to the Sales Agreement is amended to add the words “as amended on August 6, 2026” immediately after 2024.

10. The Company shall file a Prospectus Supplement pursuant to Rule 424(b) of the Securities Act of 1933, as amended, reflecting this Amendment within two Business Days of the date hereof.

11. This Amendment shall be and is hereby incorporated in and forms a part of the Sales Agreement.

12. This Amendment shall be effective as of the date first above written.

13. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or electronic transmission.

14. This Amendment shall, by this express agreement of the parties, be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of law provisions of the laws of the State of New York. The Company and the Agent each hereby consents to the application of New York civil law to the construction, interpretation and enforcement of this Amendment, and to the application of New York civil law to the procedural aspects of any suit, action or proceeding relation thereto, including but not limited to legal process, execution of judgments and other legal remedies.

15. Except as set forth herein, the Sales Agreement shall remain in full force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

RELAY THERAPEUTICS, INC. By /s/ Sanjiv Patel Name: Sanjiv Patel Title: Chief Executive Officer

TD SECURITIES (USA) LLC By /s/ Michael Murphy Name: Michael Murphy Title: Managing Director