X0206 3 2020-07-15 0 0001812364 Relay Therapeutics, Inc. RLAY 0001816210 Patel Sanjiv C/O RELAY THERAPEUTICS, INC. 399 BINNEY STREET, 2ND FLOOR CAMBRIDGE MA 02139 1 1 0 0 President and CEO Common Stock 378082 D Common Stock 524548 I By The Patel Family Irrevocable Trust of 2019 Common Stock 432801 I By The SSP Irrevocable Trust of 2020 Stock Option (Right to Buy) 4.12 2028-03-22 Common Stock 172175 D Stock Option (Right to Buy) 5.05 2029-04-22 Common Stock 732604 D Stock Option (Right to Buy) 5.22 2030-03-01 Common Stock 753804 D These shares are held in irrevocable trusts for the benefit of the reporting person's family members. An independent trustee is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are held in irrevocable trusts for the benefit of the reporting person's family members. An independent trustee is trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The shares underlying this option shall vest in sixteen (16) equal quarterly installments following the vesting commencement date of March 23, 2018, subject to the executive's continued employment through each applicable vesting date. The shares underlying this option shall vest in sixteen (16) equal quarterly installments following the vesting commencement date of April 23, 2019, subject to the reporting person's continued employment through each applicable vesting date. The shares underlying this option shall vest in sixteen (16) equal quarterly installments following the three (3) month anniversary of the determination by the Board of Directors of the Issuer (the "Board") that the Issuer has met, in whole or in part, certain milestones (the "2020 Option Grant Criteria"), subject to the reporting person's continued employment through each applicable vesting date, and provided that no shares shall be deemed to have vested unless and until the Board makes such a determination with respect to the 2020 Option Grant Criteria. Exhibit 24 - Power of Attorney /s/ Brian Adams, as Attorney-in-Fact 2020-07-15