01—Abstract
Summary
Summary of the 8-K filed April 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Revolution Medicines, Inc. filed a Form 8-K on April 16, 2026 disclosing the completion of an equity offering of 10,563,381 shares of common stock at a public offering price of $142.00a per share, under an underwriting agreement dated April 14, 2026 with J.P.
Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC as representatives. The underwriters also exercised in full, on April 15, 2026, their 30-day option to purchase an additional 1,584,506 shares. The offering closed on April 16, 2026, and the company expects net proceeds of approximately $1,650.4 millionb after underwriting discounts, commissions and estimated offering expenses.
The shares were sold under an automatic shelf registration statement (File No. 333-277640) filed on March 4, 2024. Concurrently, on April 14, 2026, the company entered into a separate underwriting agreement for the offer and sale of $500,000,000c aggregate principal amount of 0.50% Convertible Senior Notes due 2033.
That offering is expected to close on April 17, 2026, subject to customary closing conditions, and the company expects to file a further Current Report on Form 8-K reporting the closing and related transaction documents. The filing also includes customary representations, warranties, covenants and indemnification provisions in the equity underwriting agreement, and a legal opinion from Latham & Watkins LLP regarding the validity of the shares issued.
02—Key points
Key Highlights
- Equity offering of 10,563,381 shares of common stock at $142.00 per share, with an additional 1,584,506 shares purchased in full by underwriters on April 15, 2026 under their 30-day option.
- Expected net proceeds of approximately $1,650.4 million after underwriting discounts, commissions and estimated offering expenses.
- Equity offering closed on April 16, 2026 and was made under automatic shelf registration statement File No. 333-277640, filed March 4, 2024.
- Concurrent offering of $500,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2033, with an expected closing on April 17, 2026, subject to customary closing conditions.
- Both offerings were underwritten by J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC as representatives of the underwriters.
- Filing includes the underwriting agreement (Exhibit 1.1) and a Latham & Watkins LLP legal opinion on share validity (Exhibit 5.1).
- Forward-looking statements flag market conditions and closing conditions for the convertible note offering as key risks.
03—Questions
Frequently Asked Questions
How many shares were sold in the equity offering and at what price?
The company agreed to issue and sell 10,563,381 shares of common stock at a public offering price of $142.00 per share. The underwriters also exercised in full their option to buy an additional 1,584,506 shares on April 15, 2026.
How much cash does the company expect to receive from the equity offering?
The company expects net proceeds of approximately $1,650.4 million, after deducting underwriting discounts and commissions and estimated offering expenses.
When did the equity offering close?
The equity offering closed on April 16, 2026, following a final prospectus supplement dated April 14, 2026 that was filed with the SEC on April 15, 2026.
What are the terms of the concurrent convertible note offering?
The company entered into a separate underwriting agreement on April 14, 2026 for $500,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2033. The offering is expected to close on April 17, 2026, subject to customary closing conditions.
What further disclosures should investors expect on the convertible notes?
The company expects to file a Current Report on Form 8-K reporting the closing of the Convertible Note Offering and filing the related transaction documents after the closing.
04—Continue