Revolution Medicines exec sells 5,367 shares to cover RSU taxes; 84,000 RSUs noted

Rhea-AI Filing Summary

Revolution Medicines insider sale to cover RSU taxes — The company's President of Research and Development, Stephen Michael Kelsey, reported a sale of 5,367 shares of common stock at $45.8249 per share executed under a Rule 10b5-1 plan to satisfy tax withholding on restricted stock unit vesting. After the transaction the filing reports beneficial ownership of 284,047 shares, which includes 84,000 RSUs. The sale is described as pursuant to a pre-existing 10b5-1 instruction adopted in May 2023.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating the transaction was pre-planned and reduces concerns about opportunistic timing
• Clear disclosure of RSU component with 84,000 restricted stock units included in beneficial ownership, aiding investor transparency
• Reporting by a senior officer (President, Research and Development) shows adherence to Section 16 reporting requirements

Negative

• Insider sold shares, which some investors may view unfavorably despite being tax-related
• Form lists a notable RSU balance (84,000 RSUs) which could lead to future share issuance when vested

Insights

Financial Analyst

TL;DR: Routine tax-related insider sale under a 10b5-1 plan; limited immediate valuation impact.

The transaction is a small, planned disposition by a senior executive to satisfy tax withholding on the vesting of equity compensation. The sale of 5,367 shares at $45.8249 is modest relative to the reported total beneficial ownership of 284,047 shares and primarily reflects compensation mechanics rather than a directional bet on the company. Because it was executed under a pre-existing 10b5-1 plan, the trade is time-structured and reduces concerns about opportunistic timing. Impact on valuation is likely minimal absent larger, unreported sales.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance best practices; use of 10b5-1 plan increases transparency.

The filing clearly discloses the nature of the sale as executed pursuant to a Rule 10b5-1 instruction adopted in May 2023 to satisfy withholding from RSU vesting, and notes the reporting officer's role. Using an attorney-in-fact to sign is a standard administrative practice. This disclosure meets expectations for insider-trading transparency and reduces ambiguity about the motivation for the sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kelsey Stephen Michael

(Last) (First) (Middle)

C/O REVOLUTION MEDICINES, INC.

700 SAGINAW DRIVE

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Revolution Medicines, Inc. [ RVMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/16/2025		S(1)		5,367	D	$45.8249	284,047(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transaction made pursuant to a Rule 10b5-1 instruction letter adopted on May 31, 2023 to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units ("RSUs") after July 15, 2023.

2. Includes 84,000 restricted stock units.

Remarks:

President, Research and Development

	/s/ Jack Anders, as Attorney-in-fact for Stephen Michael Kelsey	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Stephen Michael Kelsey report on the Form 4 for RVMD?

The filing reports a sale of 5,367 shares at $45.8249 per share executed under a Rule 10b5-1 plan to satisfy tax withholding on RSU vesting.

How many shares does the reporting person beneficially own after the transaction?

The filing reports 284,047 shares beneficially owned following the reported transaction, which includes 84,000 restricted stock units.

Why was the sale made under a Rule 10b5-1 plan?

The filing states the transaction was executed pursuant to a Rule 10b5-1 instruction adopted in May 2023 to satisfy the reporting person's tax withholding obligation upon RSU vesting.

Does the Form 4 indicate a change in the reporting person's role at the company?

No change is indicated; the filing identifies the reporting person as President, Research and Development.

Was the Form 4 signed by the reporting person directly?

The signature block shows the form was signed by an attorney-in-fact on behalf of the reporting person.