Revolution Medicines, Inc. Announces Proposed Offerings of Common Stock and Convertible Senior Notes

Rhea-AI Summary

Revolution Medicines (NASDAQ:RVMD) announced proposed public offerings of $750 million of common stock and $250 million aggregate principal amount of convertible senior notes due 2033, with underwriter overallotment options of $112.5 million and $37.5 million, respectively.

The notes will be senior unsecured, accrue interest semi-annually, be convertible under specified circumstances, and may be redeemable after May 6, 2030. Net proceeds are for general corporate purposes including R&D and commercialization expenses.

Positive

• $1.0 billion total capital raise capacity
• Notes mature on May 1, 2033
• Proceeds targeted to R&D and commercialization

Negative

• Potential dilution from $750M equity offering
• Convertible notes may convert to shares, adding dilution
• Redemption and repurchase rights could increase cash outflows

Argus Apr 14 session

+7.86% close to close Open Argus

Details

News Market Reaction – RVMD

On Apr 14, the first trading day after this news, RVMD closed 7.86% above the previous close.

Data tracked by StockTitan Argus for the Apr 14 session.

Market Context

On Apr 14, the first trading day after this news, the stock closed 7.9% above the previous close. A ...

Analysis

On Apr 14, the first trading day after this news, the stock closed 7.9% above the previous close. A strong positive reaction aligns with RVMD’s history of using equity markets to fund its oncology pipeline, including prior offerings totaling up to $862.5M. Investors have previously seen modest average moves of -1.74% on offering headlines, so a larger gain could reflect confidence in the late-stage portfolio. However, the scale of the $750M stock and $250M convertible note raise adds dilution and leverage considerations that could cap enthusiasm if sentiment shifts.

Key Figures

Common stock offering size: $750 million Convertible notes size: $250 million Stock over-allotment option: $112.5 million +5 more

Common stock offering size

$750 million

Proposed public offering of common stock

Convertible notes size

$250 million

Proposed offering of convertible senior notes due 2033

Stock over-allotment option

$112.5 million

30-day option for additional common stock

Notes over-allotment option

$37.5 million

30-day option for additional convertible notes

Notes maturity

May 1, 2033

Maturity date of convertible senior notes

Redemption window start

May 6, 2030

Earliest redemption date for notes, subject to conditions

Redemption trigger threshold

130%

Stock price threshold vs conversion price for optional redemption

Market cap pre-news

$19,068,244,259

Market capitalization before announced offerings

Previous Offering Reports

3 past events · Latest: Dec 05

Same Type 3 events

1. Dec 05

   Offering closing

   24h Move

   +1.6%

   Closed upsized equity offering raising $862.5M in gross proceeds.

2. Dec 03

   Offering pricing

   24h Move

   +0.0%

   Priced upsized $750.0M offering of stock and pre-funded warrants.

3. Dec 02

   Offering launch

   24h Move

   -6.9%

   Announced public offering up to $600.0M plus $90.0M option.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, over-allotments, shelf registration statement, prospectus supplement, +2 more

6 terms

convertible senior notes financial

"aggregate principal amount of convertible senior notes due 2033 (the “notes”)"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

over-allotments financial

"a 30-day option to purchase up to an additional $37.5 million principal amount of notes solely to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

shelf registration statement regulatory

"The offerings are being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"Each offering will be made only by means of a prospectus supplement relating to that offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

fundamental change financial

"If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

senior, unsecured obligations financial

"The notes will be senior, unsecured obligations of Revolution Medicines"

Senior, unsecured obligations are loans or bonds that a company promises to repay before lower-ranked (subordinated) creditors but without specific collateral backing them. They matter to investors because they combine relatively higher priority in a company’s payment order with greater risk than secured debt, so they typically offer higher yields and influence how much money investors could recover if the company runs into financial trouble.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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REDWOOD CITY, Calif., April 13, 2026 (GLOBE NEWSWIRE) -- Revolution Medicines, a late-stage clinical oncology company developing targeted therapies for patients with RAS-addicted cancers, today announced its intention to offer, subject to market and other conditions, $750 million of common stock and $250 million aggregate principal amount of convertible senior notes due 2033 (the “notes”) in separate public offerings registered under the Securities Act of 1933, as amended. Revolution Medicines also expects to grant the underwriters of the common stock offering a 30-day option to purchase up to an additional $112.5 million of common stock, and expects to grant the underwriters of the note offering a 30-day option to purchase up to an additional $37.5 million principal amount of notes solely to cover over-allotments. The completion of the common stock offering will not be contingent on the completion of the note offering, and the completion of the note offering will not be contingent on the completion of the common stock offering.

J.P. Morgan, TD Cowen and Guggenheim Securities are acting as book-running managers for the note offering and the common stock offering.

The notes will be senior, unsecured obligations of Revolution Medicines, will accrue interest payable semi-annually in arrears and will mature on May 1, 2033, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Revolution Medicines will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Revolution Medicines’ election.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Revolution Medicines’ option at any time, and from time to time, on or after May 6, 2030 and on or before the 31st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Revolution Medicines’ common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Revolution Medicines to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the note offering.

Revolution Medicines intends to use the net proceeds from the common stock offering and the note offering for general corporate purposes, including research and development expenses, expenses relating to the potential commercialization of one or more of its product candidates, general and administrative expenses and capital expenditures.

The offerings are being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”). Each offering will be made only by means of a prospectus supplement relating to that offering and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement for each offering, together with the accompanying prospectus, is available on the SEC’s website at www.sec.gov. Alternatively, copies of each preliminary prospectus supplement, together with the accompanying prospectus, can be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at TDManualrequest@broadridge.com; and Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Revolution Medicines, Inc.

Revolution Medicines is a late-stage clinical oncology company developing novel targeted therapies for patients with RAS-addicted cancers. The company’s R&D pipeline comprises RAS(ON) inhibitors designed to suppress diverse oncogenic variants of RAS proteins. The company’s RAS(ON) inhibitors daraxonrasib (RMC-6236), a RAS(ON) multi-selective inhibitor; elironrasib (RMC-6291), a RAS(ON) G12C-selective inhibitor; zoldonrasib (RMC-9805), a RAS(ON) G12D-selective inhibitor; and RMC-5127, a RAS(ON) G12V-selective inhibitor, are currently in clinical development. Additional development opportunities in the company’s pipeline focus on RAS(ON) mutant-selective inhibitors, including RMC-0708 (Q61H) and RMC-8839 (G13C).

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, Revolution Medicines’ ability to complete the offerings on the anticipated terms or at all, the timing and size of the proposed offerings and Revolution Medicines’ intended use of the proceeds from the offerings. Forward-looking statements represent Revolution Medicines’ current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Revolution Medicines’ common stock, risks described under the caption “Risk Factors” in the preliminary prospectus supplements for the proposed offerings and risks relating to Revolution Medicines’ business, including those described in periodic reports that Revolution Medicines files from time to time with the SEC. Revolution Medicines may not consummate the proposed offerings described in this press release and, if the proposed offerings are consummated, cannot provide any assurances regarding the final terms of the offerings or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Revolution Medicines does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Revolution Medicines Media & Investor Contact:
media@revmed.com
investors@revmed.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Revolution Medicines (RVMD) offering on April 13, 2026?

Revolution Medicines is offering $750 million of common stock and $250 million of convertible notes. According to Revolution Medicines, each offering is separate with additional underwriter overallotment options of $112.5 million and $37.5 million.

When do the Revolution Medicines (RVMD) convertible notes mature and pay interest?

The convertible senior notes mature on May 1, 2033 and accrue interest semi-annually. According to Revolution Medicines, interest is payable in arrears and other terms, including conversion mechanics, will be set at pricing.

How will Revolution Medicines (RVMD) use proceeds from these offerings?

Proceeds will be used for general corporate purposes, including R&D and commercialization expenses. According to Revolution Medicines, net proceeds may also fund general and administrative expenses and capital expenditures.

Could Revolution Medicines (RVMD) redeem or repurchase the convertible notes early?

Yes; the company may redeem notes after May 6, 2030 and repurchase on fundamental change events. According to Revolution Medicines, redemption has price and stock-price conditions and repurchase requires payment of principal plus accrued interest.

Will the common stock offering depend on the convertible note offering for completion?

No; each offering is independent and not contingent on the other closing. According to Revolution Medicines, completion of one offering does not require the completion of the other offering.