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

Revolution Medicines, a late-stage clinical oncology company developing targeted therapies for patients with RAS-addicted cancers, announced the pricing of its concurrent public offerings of common stock and 0.50% convertible senior notes due 2033.

Offer details and pricing

The company priced 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. In addition, Revolution Medicines priced $500.0 million aggregate principal amount of 0.50% convertible senior notes due 2033.

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.

Settlement is scheduled for April 16, 2026 for the common stock and April 17, 2026 for the notes, subject to customary closing conditions. The underwriters of the common stock offering received a 30-day option to purchase up to an additional 1,584,506 shares of common stock.

The completion of the common stock offering is not contingent on the completion of the note offering, and vice versa.

Underwriters

J.P. Morgan, TD Cowen and Guggenheim Securities are acting as book-running managers for both the note offering and the common stock offering. LifeSci Capital is acting as lead manager for both offerings.

Convertible notes: terms

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.

Noteholders may convert their notes only upon certain events before February 1, 2033. From and including February 1, 2033, noteholders may convert at any time 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, at the company’s election. The initial conversion rate is 5.0302 shares of common stock per $1,000 principal amount of notes, representing an initial conversion price of approximately $198.80 per share. The initial conversion price represents a premium of approximately 40.0% over the public offering price of $142.00 per share. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

Redemption and repurchase provisions

The notes are 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. Redemption is permitted only if the last reported sale price per share of the company’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will equal 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” occurs (as defined in the indenture), noteholders may require Revolution Medicines to repurchase their notes for cash, subject to a limited exception. The repurchase price will equal the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

Net proceeds and intended use

Revolution Medicines estimates net proceeds from the common stock offering of approximately $1,435.0 million, or approximately $1,650.4 million if the underwriters fully exercise their option to purchase additional shares, after deducting underwriting discounts and commissions and estimated offering expenses.

The company estimates net proceeds from the note offering of approximately $486.8 million, after deducting underwriting discounts and commissions and estimated offering expenses.

Revolution Medicines intends to use the net proceeds 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.

Regulatory process and documents

The offerings are being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (SEC). Each offering will be made only by means of a prospectus supplement relating to that offering and an accompanying prospectus. Copies of the preliminary and, when available, final prospectus supplements and accompanying prospectus are available on the SEC’s website at www.sec.gov.

Company background

Revolution Medicines is a late-stage clinical oncology company developing novel targeted therapies for patients with RAS-addicted cancers. Its R&D pipeline comprises RAS(ON) inhibitors designed to suppress diverse oncogenic variants of RAS proteins, including daraxonrasib (RMC-6236), elironrasib (RMC-6291), zoldonrasib (RMC-9805) and RMC-5127, which are currently in clinical development. Additional development opportunities include RMC-0708 (Q61H) and RMC-8839 (G13C).