SCHEDULE 13G: Commodore Capital Discloses 5.8% Passive Stake in Relay Therapeutics

Commodore Capital LP and Commodore Capital Master LP have reported a passive beneficial ownership of 5.8% in Relay Therapeutics, Inc., totaling 10,000,000 shares of common stock.

Summary

• Commodore Capital LP, a Delaware limited partnership, and Commodore Capital Master LP, a Cayman Islands exempted limited partnership, have filed a Schedule 13G.
• The filing discloses that these entities collectively beneficially own 10,000,000 shares of common stock in Relay Therapeutics, Inc.
• This ownership represents 5.8% of Relay Therapeutics' outstanding common stock.
• The ownership percentage is based on 171,444,966 shares of common stock reported as issued and outstanding by Relay Therapeutics as of May 2, 2025, in its Quarterly Report on Form 10-Q filed on May 5, 2025.
• Commodore Capital LP acts as the investment manager to Commodore Capital Master LP.
• Michael Kramarz and Robert Egen Atkinson are the managing partners of Commodore Capital LP and exercise investment discretion over these securities.
• The securities were not acquired and are not held for the purpose of changing or influencing the control of Relay Therapeutics, Inc.

Sentiment

Score: 7

Explanation: The disclosure of a significant passive stake by an institutional investor is generally viewed as a positive signal of confidence in the company, although the document itself is purely factual and does not contain explicit positive or negative commentary.

Positives

• Disclosure of a significant 5.8% passive stake by institutional investors Commodore Capital LP and Commodore Capital Master LP in Relay Therapeutics, Inc., potentially signaling investor confidence.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Relay Therapeutics, Inc.'s future performance or strategic outlook. It is solely a disclosure of beneficial ownership.

Management Comments

• Michael Kramarz, Managing Partner of Commodore Capital LP, and Authorized Signatory for Commodore Capital Master LP, certified that 'to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §§ 240.14a-11.'

Industry Context

This filing is a standard disclosure of a significant passive investment by an institutional fund in a publicly traded company. It does not provide specific insights into broader industry trends or competitive landscape, but rather reflects an investment decision within the biotechnology or pharmaceutical sector where Relay Therapeutics operates.

Stakeholder Impact

• Shareholders: The disclosure of a significant passive stake by an institutional investor may be perceived as a positive indicator of confidence in Relay Therapeutics, potentially influencing investor sentiment and share price.

Next Steps

• Commodore Capital LP and Commodore Capital Master LP will be responsible for timely filing of any subsequent amendments to this Schedule 13G if their beneficial ownership changes.

Key Dates

Keywords

Relay Therapeutics, Commodore Capital, Schedule 13G, beneficial ownership, common stock, passive investment, institutional investor