On April 15, 2026 Revolution Medicines, a late-stage clinical oncology company developing targeted therapies for patients with RAS-addicted cancers, reported the pricing of its concurrent public offerings of 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, and $500.0 million aggregate principal amount of 0.50% convertible senior notes due 2033 (the "notes"). 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. The issuance and sale of the common stock and the notes are scheduled to settle on April 16, 2026 and April 17, 2026, respectively, subject to customary closing conditions. Revolution Medicines also granted the underwriters of the common stock offering a 30-day option to purchase up to an additional 1,584,506 shares of common stock. The completion of the common stock offering will not be contingent on the completion of the note offering, and the completion of the note offering will not be contingent on the completion of the common stock offering.
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J.P. Morgan, TD Cowen and Guggenheim Securities are acting as book-running managers for the note offering and the common stock offering. LifeSci Capital is acting as lead manager for the note offering and the common stock offering.
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. Before February 1, 2033, noteholders will have the right to convert their notes only upon the occurrence of certain events. From, and including, 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. Revolution Medicines 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 Revolution Medicines’ election. The initial conversion rate is 5.0302 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $198.80 per share of common stock. The initial conversion price represents a premium of approximately 40.0% over the public offering price per share of common stock in the common stock offering. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The notes will be 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, but only if the last reported sale price per share of Revolution Medicines’ common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to 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" (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Revolution Medicines to repurchase their notes for cash. The repurchase price will be 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.
Revolution Medicines estimates that the net proceeds from the common stock offering will be approximately $1,435.0 million (or approximately $1,650.4 million if the underwriters of the common stock offering fully exercise their option to purchase additional shares of common stock), after deducting the underwriting discounts and commissions and estimated offering expenses. Revolution Medicines estimates that the net proceeds from the note offering will be approximately $486.8 million, after deducting the underwriting discounts and commissions and estimated offering expenses. Revolution Medicines intends to use the net proceeds from the offerings 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.
The offerings are being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the "SEC"). Each offering will be made only by means of a prospectus supplement relating to that offering and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement (and, when available, the final prospectus supplement) for each offering, together with the accompanying prospectus, is or will be available on the SEC’s website at www.sec.gov. Alternatively, copies of these documents can be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected] and [email protected]; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at [email protected]; and Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at [email protected].
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities referred to in this press release, nor will there be any sale of any such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
(Press release, Revolution Medicines, APR 15, 2026, View Source [SID1234664363])