Revolution Medicines, Inc. Prices $2.0 Billion in Concurrent Upsized Offerings of Common Stock and Convertible Senior Notes

Rhea-AI Summary

Revolution Medicines (NASDAQ:RVMD) priced concurrent offerings raising approximately $2.0 billion in aggregate: 10,563,381 shares of common stock at $142.00 per share (~$1.5 billion gross) and $500.0 million aggregate principal of 0.50% convertible senior notes due 2033.

Common settlement is scheduled April 16, 2026 and note settlement April 17, 2026. Net proceeds are estimated at ~$1,435.0 million from the common offering and ~$486.8 million from the note offering, for general corporate purposes.

Positive

• Common stock gross proceeds of approximately $1.5 billion
• Convertible notes issued: $500.0 million 0.50% due 2033
• Common offering upsized from $750.0 million to ~ $1.5 billion

Negative

• New shares issued: 10,563,381 shares, diluting existing holders
• Underwriter option could add 1,584,506 shares, increasing dilution
• Convertible notes may convert into common shares, diluting equity upon conversion

Argus Apr 15 session

+3.76% close to close 4.3x rel. volume Open Argus

Details

News Market Reaction – RVMD

On Apr 15, the day this news came out, RVMD closed 3.76% above the previous close. That session’s volume was 4.3x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Apr 15 session.

Key Figures

Common shares offered: 10,563,381 shares Common stock price: $142.00 per share Stock gross proceeds: $1.5 billion +5 more

Common shares offered

10,563,381 shares

Concurrent common stock offering size

Common stock price

$142.00 per share

Public offering price for common stock

Stock gross proceeds

$1.5 billion

Aggregate gross proceeds from common stock offering

Convertible notes size

$500.0 million

Aggregate principal amount of 0.50% convertible senior notes due 2033

Coupon rate

0.50% per annum

Interest rate on convertible senior notes

Conversion rate

5.0302 shares per $1,000

Initial conversion rate of notes into common stock

Conversion price

$198.80 per share

Initial conversion price implied by note terms

Conversion premium

40.0%

Premium over $142.00 stock offering price

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 with full option exercise.

2. Dec 03

   Offering pricing

   24h Move

   +0.0%

   Priced upsized $750M stock and pre-funded warrant offering at $46.00.

3. Dec 02

   Offering announcement

   24h Move

   -6.9%

   Announced proposed common stock offering up to $600M plus $90M 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, underwriting discounts and commissions, shelf registration statement, prospectus supplement, +2 more

6 terms

convertible senior notes financial

"and $500.0 million aggregate principal amount of 0.50% convertible senior notes due 2033"

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.

underwriting discounts and commissions financial

"after deducting the underwriting discounts and commissions and estimated offering expenses"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

shelf registration statement regulatory

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

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 a “fundamental change” (as defined in the indenture for the notes) occurs, then"

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.

indenture financial

"If a “fundamental change” (as defined in the indenture for the notes) occurs"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

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

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REDWOOD CITY, Calif., April 15, 2026 (GLOBE NEWSWIRE) -- Revolution Medicines, a late-stage clinical oncology company developing targeted therapies for patients with RAS-addicted cancers, today announced the pricing of its concurrent public offerings of 10,563,381 shares of common stock, at a public offering price of $142.00 per share, for aggregate gross proceeds of approximately $1.5 billion, and $500.0 million aggregate principal amount of 0.50% convertible senior notes due 2033 (the “notes”). The offering size of the common stock offering was increased from the previously announced offering size of $750.0 million and the offering size of the note offering was increased from the previously announced offering size of $250.0 million. The issuance and sale of the common stock and the notes are scheduled to settle on April 16, 2026 and April 17, 2026, respectively, subject to customary closing conditions. Revolution Medicines also granted the underwriters of the common stock offering a 30-day option to purchase up to an additional 1,584,506 shares of common stock. 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. LifeSci Capital is acting as lead manager for the note offering and the common stock offering.

The notes will be senior, unsecured obligations of Revolution Medicines and will accrue interest at a rate of 0.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2026. The notes will mature on May 1, 2033, unless earlier repurchased, redeemed or converted. Before February 1, 2033, noteholders will have the right to convert their notes only upon the occurrence of certain events. From, and including, February 1, 2033, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. 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 initial conversion rate is 5.0302 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $198.80 per share of common stock. The initial conversion price represents a premium of approximately 40.0% over the public offering price per share of common stock in the common stock offering. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

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 a “fundamental change” (as defined in the indenture for the notes) occurs, 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.

Revolution Medicines estimates that the net proceeds from the common stock offering will be approximately $1,435.0 million (or approximately $1,650.4 million if the underwriters of the common stock offering fully exercise their option to purchase additional shares of common stock), after deducting the underwriting discounts and commissions and estimated offering expenses. Revolution Medicines estimates that the net proceeds from the note offering will be approximately $486.8 million, after deducting the underwriting discounts and commissions and estimated offering expenses. Revolution Medicines intends to use the net proceeds from the offerings 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 (and, when available, the final prospectus supplement) for each offering, together with the accompanying prospectus, is or will be available on the SEC’s website at www.sec.gov. Alternatively, copies of these documents 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 completion of the offerings and the expected amount and intended use of the net 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, the satisfaction of the closing conditions related to the offerings, risks described under the caption “Risk Factors” in the preliminary prospectus supplements (and, when available, the final prospectus supplements) for the 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 offerings described in this press release and, if the offerings are consummated, cannot provide any assurances regarding 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.

How much did Revolution Medicines (RVMD) raise in the April 15, 2026 offerings?

Revolution Medicines raised approximately $2.0 billion in aggregate from both offerings. According to the company, that includes ~$1.5 billion gross from common stock and $500.0 million from convertible notes.

What are the key terms of the RVMD convertible senior notes due 2033?

The notes total $500.0 million and carry a 0.50% annual interest rate. According to the company, they mature May 1, 2033, with an initial conversion rate of 5.0302 shares per $1,000 principal.

When will the RVMD common stock and note offerings settle?

The company expects common stock settlement on April 16, 2026 and note settlement on April 17, 2026. According to the company, both are subject to customary closing conditions.

What is the initial conversion price for RVMD’s 2033 notes and how does it compare?

The initial conversion price is approximately $198.80 per share, about a 40% premium to the $142.00 common offering price. According to the company, conversion rate is 5.0302 shares per $1,000 principal.

How does the RVMD offering affect shareholder dilution?

Issuance of 10,563,381 new shares will dilute existing shareholders; up to 1,584,506 additional shares are possible. According to the company, underwriters have a 30-day option to purchase those additional shares.

What will Revolution Medicines use the net proceeds from the offerings for?

Net proceeds are intended for general corporate purposes, including R&D and commercialization expenses. According to the company, uses include research and development, commercialization-related expenses, G&A and capital expenditures.