Revolution Medicines (NASDAQ: RVMD) issues $500M 0.50% convertible notes due 2033

Revolution Medicines (NASDAQ: RVMD) issues $500M 0.50% convertible notes due 2033

Rhea-AI Filing Summary

Insights

FAQ

Filing Exhibits & Attachments

Rhea-AI Filing Summary

8-K Event Classification

Key Figures

Key Terms

What type of financing did RVMD announce in this 8-K?

What are the key terms of Revolution Medicines’ 0.50% convertible notes?

How does the conversion feature of RVMD’s notes work?

When can Revolution Medicines redeem the 2033 convertible notes?

What protections do RVMD noteholders have in a Fundamental Change?

Who underwrote Revolution Medicines’ convertible note offering?

Positive

Negative

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Revolution Medicines, Inc. entered into a material financing by issuing $500,000,000 of 0.50% Convertible Senior Notes due 2033. These senior unsecured notes pay 0.50% interest semi-annually and mature on May 1, 2033 unless earlier repurchased, redeemed or converted.

Holders can generally convert only upon certain events until February 1, 2033, and at any time thereafter until shortly before maturity. The initial conversion rate is 5.0302 shares per $1,000 principal, implying an initial conversion price of about $198.80 per share. The company may settle conversions in cash, stock, or a combination.

Beginning May 6, 2030, the company may redeem the notes in cash if its stock trades above 130% of the conversion price for specified trading-day periods, subject to a minimum amount of notes remaining outstanding. Upon certain “Fundamental Change” events, holders can require cash repurchase at par plus accrued interest.

Revolution Medicines raises $500M via low-coupon convertible notes.

The company issued $500,000,000 of 0.50% Convertible Senior Notes due 2033, adding senior unsecured debt at a very low cash interest cost. The notes rank equally with other senior unsecured borrowings and ahead of any expressly subordinated debt.

The initial conversion rate of 5.0302 shares per $1,000 implies a conversion price around $198.80 per share. This introduces potential future equity dilution if the stock trades well above that level and holders convert, while limiting near-term interest expense.

Redemption and “Fundamental Change” provisions, including issuer call options after May 6, 2030 and holder put rights on certain transactions or delistings, are typical for this type of security and provide flexibility for both the company and investors within defined conditions.

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Convertible notes principal: $500,000,000 Coupon rate: 0.50% per annum Maturity date: May 1, 2033 +5 more

8 metrics

Convertible notes principal $500,000,000 Aggregate principal amount of 0.50% Convertible Senior Notes due 2033

Coupon rate 0.50% per annum Interest rate on Convertible Senior Notes, paid semi-annually

Maturity date May 1, 2033 Scheduled maturity of the Convertible Senior Notes

Initial conversion rate 5.0302 shares per $1,000 Common shares per $1,000 principal amount of notes

Implied conversion price $198.80 per share Initial conversion price for RVMD common stock

Redemption stock price trigger 130% of conversion price Stock price condition for issuer redemption right after May 6, 2030

Minimum notes remaining on partial redemption $100.0 million Minimum aggregate principal that must remain outstanding and uncalled

Cross-default threshold $100,000,000 Indebtedness level triggering certain Events of Default

Convertible Senior Notes, Indenture, Make-Whole Fundamental Change, Fundamental Change, +2 more

6 terms

Convertible Senior Notes financial

"issued $500,000,000 aggregate principal amount of its 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.

Indenture financial

"The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”)"

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.

Make-Whole Fundamental Change financial

"corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture)"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

Fundamental Change financial

"If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur"

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.

Events of Default financial

"The Notes will have customary provisions relating to the occurrence of “Events of Default”"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

underwriting agreement financial

"the Company entered into an underwriting agreement (the “Note Underwriting Agreement”)"

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.

Understanding 8-K Material Events →

04/17/2026 - 05:16 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 1.01 Entry Into a Material Definitive Agreement.

On April 17, 2026, Revolution Medicines, Inc. (the “Company”) issued $500,000,000 aggregate principal amount of its 0.50% Convertible Senior Notes due 2033 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of April 17, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of April 17, 2026, between the Company and the Trustee.

The Notes are senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

The Notes 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 after 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. The Company 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 the Company’s election. The initial conversion rate is 5.0302 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $198.80 per share of the Company’s common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Company’s 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 the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price 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 definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, if such default is not cured within five

days after its occurrence; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $100,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 365 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Base Indenture, the Supplemental Indenture and the form of the certificate representing the Notes are filed as Exhibits 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Base Indenture, the Supplemental Indenture and the Notes set forth in such exhibits.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the Notes pursuant to the Indenture is filed herewith as Exhibit 5.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On April 14, 2026, the Company entered into an underwriting agreement (the “Note 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 “Underwriters”) agreeing, subject to customary representations, warranties and covenants, to issue and sell $500,000,000 aggregate principal amount of Notes to the Underwriters. In the Note Underwriting Agreement, the Company has also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of such liabilities.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of April 14, 2026, between Revolution Medicines, Inc. and the representatives of the underwriters named therein, relating to the issuance and sale of 0.50% Convertible Senior Notes due 2033.

4.1		Indenture, dated as of April 17, 2026, between Revolution Medicines, Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.2		First Supplemental Indenture, dated as of April 17, 2026, between Revolution Medicines, Inc. and U.S. Bank Trust Company, National Association, as trustee.

4.3		Form of certificate representing the 0.50% Convertible Senior Notes due 2033 (included as Exhibit A to Exhibit 4.2).

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

Revolution Medicines issued 0.50% Convertible Senior Notes due 2033 totaling $500,000,000. These senior unsecured notes pay semi-annual interest and can convert into common stock under specified conditions, affecting both leverage and potential future equity dilution.

The notes have a 0.50% annual interest rate, mature on May 1, 2033, and are senior unsecured. Interest is paid each May 1 and November 1, starting November 1, 2026, with potential earlier conversion, redemption, or repurchase under defined events.

Each $1,000 principal amount is initially convertible into 5.0302 RVMD common shares, implying a conversion price near $198.80 per share. Conversion is limited to certain events until February 1, 2033, after which holders may convert at their discretion until shortly before maturity.

Starting May 6, 2030, the company may redeem the notes in cash if its stock’s last reported sale price exceeds 130% of the conversion price for specified trading-day periods. Partial redemptions require at least $100 million principal to remain outstanding and uncalled.

If defined Fundamental Change events occur, including certain business combinations or delisting of the common stock, holders can require the company to repurchase notes for cash at principal plus accrued interest, with potential temporary increases to the conversion rate in make-whole scenarios.

The company entered an underwriting agreement with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC. These underwriters agreed to purchase $500,000,000 aggregate principal of notes, and are indemnified by the company against certain Securities Act liabilities.

8 documents

Date: April 17, 2026

REVOLUTION MEDICINES, INC.

/s/ Jack Anders

Jack Anders

Chief Financial Officer