Revolution Medicines raises $1.65B in stock sale

Revolution Medicines raises $1.65B in stock sale

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8-K Event Classification

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What equity financing did RVMD complete in April 2026?

How much cash does RVMD expect from its April 2026 stock sale?

What are the terms of RVMD’s new convertible notes offering?

When did the RVMD equity offering close and under what registration?

Who underwrote Revolution Medicines’ April 2026 offerings?

What risks did RVMD highlight about the April 2026 offerings?

Positive

Negative

Revolution Medicines, Inc. completed a major equity financing, selling 10,563,381 common shares at $142.00 per share, with underwriters exercising an option for an additional 1,584,506 shares.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Revolution Medicines, Inc. completed a major equity financing, selling 10,563,381 common shares at $142.00 per share, with underwriters exercising an option for an additional 1,584,506 shares. The company expects net proceeds of about $1,650.4 million from this equity offering.

Concurrently, the company entered into an agreement to sell $500,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2033, with closing expected on April 17, 2026, subject to customary conditions. Both transactions were conducted under an automatic shelf registration and involved standard underwriting terms and indemnification provisions.

Revolution Medicines secures large equity and convertible funding that significantly boosts its cash resources.

The company raised substantial capital by selling over 12 million common shares at $142.00 per share, producing expected net equity proceeds of about $1,650.4 million. This represents a sizeable cash inflow that can support pipeline development, commercialization, or general corporate purposes as later defined.

In parallel, it agreed to issue $500,000,000 of 0.50% Convertible Senior Notes due 2033, adding low-coupon debt with potential future equity conversion. The note deal’s closing remains subject to customary conditions, so final funding depends on those being met. Subsequent disclosures after the expected April 17, 2026 closing should clarify final proceeds and detailed terms’ impact on the balance sheet.

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Common shares sold: 10,563,381 shares Underwriters’ option shares: 1,584,506 shares Equity offering price: $142.00 per share +5 more

8 metrics

Common shares sold 10,563,381 shares Equity offering base amount

Underwriters’ option shares 1,584,506 shares Additional common stock sold via exercised option

Equity offering price $142.00 per share Public offering price for common stock

Net equity proceeds $1,650.4 million Expected net proceeds after discounts and expenses

Convertible notes size $500,000,000 Aggregate principal amount of Convertible Senior Notes

Convertible notes coupon 0.50% Interest rate on Convertible Senior Notes due 2033

Convertible notes maturity 2033 Due date for 0.50% Convertible Senior Notes

Shelf registration file number 333-277640 Automatic shelf registration used for equity offering

automatic shelf registration statement, underwriting agreement, Convertible Senior Notes, aggregate principal amount, +1 more

5 terms

automatic shelf registration statement regulatory

"were offered pursuant to an automatic shelf registration statement (File No. 333-277640)"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

underwriting agreement financial

"entered into an underwriting agreement (the “Equity Underwriting Agreement”) with J.P. Morgan Securities LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Convertible Senior Notes financial

"offer and sale of $500,000,000 aggregate principal amount of the Company’s 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.

aggregate principal amount financial

"offer and sale of $500,000,000 aggregate principal amount of the Company’s 0.50% Convertible Senior Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

forward-looking statements regulatory

"includes forward-looking statements, including statements regarding the completion of the Convertible Note Offering"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Revolution Medicines completed a public equity offering of 10,563,381 common shares at $142.00 per share, plus 1,584,506 additional shares from an underwriters’ option, generating about $1,650.4 million in expected net proceeds after underwriting discounts and estimated expenses.

The company expects net proceeds of approximately $1,650.4 million from its common stock offering. This figure reflects the public sale of primary shares, full exercise of the underwriters’ option, and deductions for underwriting discounts, commissions, and estimated offering expenses borne by the company.

Revolution Medicines agreed to issue $500,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2033. The notes carry a low 0.50% coupon and senior status, with closing expected on April 17, 2026, subject to customary closing conditions in the underwriting agreement.

The equity offering closed on April 16, 2026, using an automatic shelf registration statement filed March 4, 2024. A final prospectus supplement dated April 14, 2026, and filed April 15, 2026, set out detailed terms for the common stock sale described in this transaction.

J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC acted as representatives of the underwriters for both the equity and convertible note offerings. The underwriting agreements include customary representations, covenants and indemnification provisions favoring these underwriting firms.

The company noted forward-looking risks including overall market conditions, satisfaction of closing conditions for the convertible notes, and business risks described under “Risk Factors” in the final prospectus supplements and periodic SEC reports, which could cause actual outcomes to differ from expectations.

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Accepted by SEC EDGAR 04/16/2026 - 05:06 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2026

REVOLUTION MEDICINES, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39219	47-2029180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

700 Saginaw Drive Redwood City, California		94063
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 481-6801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	RVMD	The Nasdaq Stock Market LLC
Warrants to purchase 0.1112 shares of common stock expiring 2026	RVMDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

Equity Offering

On April 14, 2026, Revolution Medicines, Inc. (the “Company”) entered into an underwriting agreement (the “Equity Underwriting Agreement”) with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Equity Underwriters”), to issue and sell 10,563,381 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a public offering price of $142.00 per share (the “Equity Offering”).

In addition, the Company granted the Equity Underwriters a 30-day option to purchase up to an additional 1,584,506 shares of Common Stock, on the same terms and conditions, which the Equity Underwriters exercised in full on April 15, 2026. The net proceeds from the Equity Offering are expected to be approximately $1,650.4 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.

The shares of Common Stock described above were offered pursuant to an automatic shelf registration statement (File No. 333-277640) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2024. A final prospectus supplement dated April 14, 2026 relating to and describing the terms of the Equity Offering was filed with the SEC on April 15, 2026. The Equity Offering closed on April 16, 2026.

The Equity Underwriting Agreement contains customary representations, warranties and covenants. In the Equity Underwriting Agreement, the Company has also agreed to indemnify the Equity Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Equity Underwriters may be required to make because of such liabilities.

A copy of the Equity Underwriting Agreement is filed as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Equity Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the shares of Common Stock in the Equity Offering is filed herewith as Exhibit 5.1.

Convertible Note Offering

Concurrently with the Equity Offering, on April 14, 2026, the Company entered into a separate underwriting agreement with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the several underwriters named therein, relating to the offer and sale of $500,000,000 aggregate principal amount of the Company’s 0.50% Convertible Senior Notes due 2033 (the “Convertible Note Offering”). The Convertible Note Offering is expected to close on April 17, 2026, subject to customary closing conditions. The Company expects to file a Current Report on Form 8-K reporting the closing of the Convertible Note Offering and filing the related transaction documents following the closing thereof.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements, including statements regarding the completion of the Convertible Note Offering and the expected amount of the net proceeds from the Equity Offering. Forward-looking statements represent the Company’s 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 Convertible Note Offering, risks described under the caption “Risk Factors” in the final prospectus supplements for the offerings and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with the SEC. The forward-looking statements included in this report speak only as of the date of this report, and the Company does not undertake to update the statements included in this report for subsequent developments, except as may be required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Equity Underwriting Agreement, dated as of April 14, 2026, between Revolution Medicines, Inc. and the representatives of the underwriters named therein.

5.1		Opinion of Latham & Watkins LLP.

23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

6 documents

Date: April 16, 2026

REVOLUTION MEDICINES, INC.

/s/ Jack Anders

Jack Anders

Chief Financial Officer