Revolution Medicines borrows $250M after FDA approval

The loan is interest-only, with quarterly interest payments and principal due October 8, 2032, while the company declined a separate royalty purchase payment.

Rhea-AI Filing Summary

Revolution Medicines, Inc. borrowed $250.0 million from Royalty Pharma Development Funding, LLC on October 8, 2026, under Tranche A of its senior secured term loan facility, in connection with FDA approval of RASONQUE (daraxonrasib) for adult patients with metastatic pancreatic adenocarcinoma who have received at least one prior systemic therapy or are not candidates for multiagent systemic therapy. The company paid a $5.0 million draw fee. The floating annual rate is three-month Term SOFR, subject to a 3.50% floor, plus 5.75%; interest is payable quarterly in arrears, and principal is due October 8, 2032.

The company may voluntarily prepay all, but not less than all, of the loan. It elected not to take Tranche 3 under its royalty purchase agreement and did not deliver the notice by October 10, 2026, so it will not receive the potential Tranche 3 purchase price of up to $250.0 million and Royalty Pharma will not receive the related incremental revenue participation right. Up to an additional $500.0 million in loans and up to an additional $500.0 million in purchase price payments remain potentially available, each subject to applicable milestones and conditions in its agreement.

1 point · 1 major

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0 major · 0 points

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Positive

• Major pointFDA approval of RASONQUE for a specified adult metastatic pancreatic adenocarcinoma indication.

Negative

• None.

Filing Explained

Before the second anniversary, full prepayment adds interest through that anniversary plus 3 percent; later pre-maturity periods carry 3 percent or 1 percent premiums.

Revolution Medicines has funded the $250.0 million Tranche A loan; it is interest-only, with the outstanding principal due October 8, 2032.

The company may prepay only the full loan; before the second anniversary, the charge includes interest through that anniversary plus a 3.0% premium, falling to a 3.0% premium from the second to third anniversary and 1.0% thereafter before maturity.

8-K Event Classification

2 items: 2.03, 8.01

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

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

Key Figures

Senior secured term loan facility: Up to $750.0 million Tranche A principal: $250.0 million Draw fee: $5.0 million +5 more

8 metrics

Senior secured term loan facility Up to $750.0 million Consists of three tranches of up to $250.0 million each

Tranche A principal $250.0 million Advanced October 8, 2026

Draw fee $5.0 million Paid in connection with the Tranche A borrowing

Floating annual interest rate Three-month Term SOFR, subject to a 3.50% floor, plus 5.75% Tranche A Loan

Principal due date October 8, 2032 Tranche A Loan maturity

Potential additional loans Up to an additional $500.0 million Subject to applicable milestones and conditions under the Loan Agreement

Potential Tranche 3 purchase price Up to $250.0 million The company elected not to take Tranche 3

Potential additional purchase price payments Up to an additional $500.0 million Subject to applicable milestones and conditions under the royalty purchase agreement

Key Terms

senior secured term loan facility, three-month Term SOFR, make-whole amount, Revenue Participation Right Purchase and Sale Agreement, +1 more

5 terms

senior secured term loan facility financial

"provides for a senior secured term loan facility"

A senior secured term loan facility is a type of borrowed money that a company takes out, which is backed by its valuable assets like property or equipment. Because it is secured by these assets and ranks higher in repayment priority, it is considered safer for lenders and typically offers lower interest rates. For investors, it provides a relatively stable and priority claim on the company's assets if it encounters financial difficulties.

three-month Term SOFR financial

"equal to three-month Term SOFR"

Three-month term SOFR is a forward-looking benchmark interest rate that estimates the expected cost of borrowing U.S. dollars for a three-month period, based on secured overnight financing market activity. Investors care because it sets the floating interest paid or received on many loans, bonds and derivatives—like a posted speed limit that determines how fast interest costs or returns can change—so shifts in this rate directly affect debt expenses, cash yields and valuations.

make-whole amount financial

"requires payment of a make-whole amount"

A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.

Revenue Participation Right Purchase and Sale Agreement financial

"entered into a Revenue Participation Right Purchase and Sale Agreement"

Tranche 3 Incremental Revenue Participation Right financial

"sale to Royalty Pharma of the corresponding Tranche 3 Incremental Revenue Participation Right"

FAQ

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

How much did RVMD borrow under Tranche A?

Revolution Medicines borrowed $250.0 million on October 8, 2026, and paid Royalty Pharma Development Funding, LLC a $5.0 million draw fee. The loan’s floating rate is three-month Term SOFR, subject to a 3.50% floor, plus 5.75%.

What are RVMD’s Tranche A loan prepayment terms?

Revolution Medicines may prepay all, but not less than all, of the Tranche A Loan. Before the second anniversary of the October 8, 2026 Tranche A Closing Date, prepayment requires a make-whole amount equal to interest through that anniversary plus a 3.0% premium. On or after the second anniversary but before the third, the premium is 3.0%; on or after the third anniversary but before maturity, it is 1.0%.

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

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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): October 08, 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 $0.0001 par value per share		RVMD		The Nasdaq Stock Market LLC
Warrants to purchase 0.1112 shares of common stock expiring December 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 8.01 below under the heading “Royalty Pharma Tranche A Loan” is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

Royalty Pharma Tranche A Loan

As previously disclosed, on June 23, 2025, Revolution Medicines, Inc. (the “Company”), as borrower, entered into a loan agreement (the “Loan Agreement”) with Wilmington Trust, National Association, as administrative agent (the “Administrative Agent”), and Royalty Pharma Development Funding, LLC, as a lender (the “Lender”). The Loan Agreement provides for a senior secured term loan facility of up to $750.0 million, consisting of three tranches of up to $250.0 million each.

On October 8, 2026 (the “Tranche A Closing Date”), in connection with the U.S. Food and Drug Administration’s (the “FDA”) approval of RASONQUE™ (daraxonrasib) for the treatment of adult patients with metastatic pancreatic adenocarcinoma who have received at least one prior systemic therapy or who are not candidates for multiagent systemic therapy (the “FDA Approval”), the Lender advanced the Tranche A Loan in an aggregate principal amount of $250.0 million. As required by the terms of the Loan Agreement, the Company borrowed the Tranche A Loan and paid the Lender a $5.0 million draw fee.

The Tranche A Loan bears interest at a floating rate per annum equal to three-month Term SOFR, subject to a floor of 3.50%, plus 5.75%. Interest is payable quarterly in arrears. The Tranche A Loan is interest-only, with the outstanding principal due on October 8, 2032. The Company may voluntarily prepay all, but not less than all, of the Tranche A Loan. Any prepayment before the second anniversary of the Tranche A Closing Date requires payment of a make-whole amount equal to the interest that would have accrued on the prepaid principal through that anniversary, plus a 3.0% prepayment premium. A prepayment on or after the second anniversary but before the third anniversary requires a 3.0% prepayment premium, and a prepayment on or after the third anniversary but before maturity requires a 1.0% prepayment premium, in each case as specified in the Loan Agreement.

Following the funding of the Tranche A Loan, up to an additional $500.0 million of loans remains potentially available at the Company’s election, subject to the achievement of the applicable milestones and the satisfaction or waiver of the conditions specified in the Loan Agreement.

Royalty Pharma Tranche 3 Royalty

As previously disclosed, on June 23, 2025, the Company entered into a Revenue Participation Right Purchase and Sale Agreement (the “Royalty Purchase Agreement”) with Royalty Pharma Investments 2019 ICAV (“Royalty Pharma”).

Under the Royalty Purchase Agreement, the FDA Approval constituted the “Tranche 3 Trigger.” Following the occurrence of the Tranche 3 Trigger, the Company had the option, but not the obligation, to deliver an irrevocable “Tranche 3 Notice” to Royalty Pharma no later than October 10, 2026. Pursuant to a Tranche 3 Notice, the Company could require Royalty Pharma to pay the Company a “Tranche 3 Purchase Price” of up to $250.0 million in exchange for the Company’s sale to Royalty Pharma of the corresponding “Tranche 3 Incremental Revenue Participation Right.”

The Company elected not to take Tranche 3 and did not deliver the Tranche 3 Notice. Accordingly, the Company will not receive a Tranche 3 Purchase Price, and Royalty Pharma will not receive the Tranche 3 Incremental Revenue Participation Right. Following this election, up to an additional $500.0 million of purchase price payments remain potentially available at the Company’s election, subject to the achievement of the applicable milestones and the satisfaction or waiver of the conditions specified in the Royalty Purchase Agreement.

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.

			REVOLUTION MEDICINES, INC.
Date:	October 13, 2026	By:	/s/ Mark A. Goldsmith
			Mark A. Goldsmith, M.D., Ph.D. President and Chief Executive Officer

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