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Revolution Medicines 8-K Report, Material Agreement (Apr 17, 2026)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed April 17, 2026
Period End
April 14, 2026
Securities
RVMDRVMDW
In the record · 2020–202610-K710-Q208-K72

RVMD filed 7 annual reports (10-K), 20 quarterly reports (10-Q) and 72 current reports (8-K) between 2020 and 2026.

  1. Leadership change8-K · Mar ’21Mar ’21
  2. Leadership change8-K · Jul ’22Jul ’22
  3. Deal closed8-K · Nov ’23Nov ’23
  4. Material agreement8-K · Jun ’25Jun ’25

01—Abstract

Summary

Summary of the 8-K filed April 17, 2026. Cited figures are marked; the original filing is the authoritative source.

On April 17, 2026, Revolution Medicines, Inc. issued $500,000,000a aggregate principal amount of 0.50% Convertible Senior Notes due 2033 under a Base Indenture and a First Supplemental Indenture, both dated April 17, 2026, with U.S. Bank Trust Company, National Association, as trustee.

The notes are senior, unsecured obligations, effectively subordinated to secured indebtedness to the extent of the collateral value and structurally subordinated to liabilities of the company's subsidiaries. Interest accrues at 0.50% per year, payable semi-annually on May 1 and November 1, beginning November 1, 2026, and the notes mature on May 1, 2033 unless earlier repurchased, redeemed or converted. The initial conversion rate is 5.0302 shares of common stock per $1,000b principal amount, equal to an initial conversion price of approximately $198.80 per share.

Before February 1, 2033, holders may convert only upon certain specified events; from February 1, 2033 they may convert at any time. The company may settle conversions in cash, shares, or a combination, at its election. The company may redeem the notes on or after May 6, 2030 if the stock trades above 130%c of the conversion price under specified conditions, and holders may require repurchase at par plus accrued interest upon certain fundamental change events.

The filing also states that on April 14, 2026, the company entered into an underwriting agreement with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC, as representatives of the underwriters, for the sale of the $500,000,000d notes, and that the company agreed to indemnify the underwriters against certain liabilities, including under the Securities Act of 1933.

02—Key points

Key Highlights

  1. Issued $500,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due May 1, 2033 on April 17, 2026.
  2. Initial conversion price of approximately $198.80 per share, based on a conversion rate of 5.0302 shares per $1,000 principal amount.
  3. Notes are senior unsecured obligations, effectively subordinated to secured debt and structurally subordinated to subsidiary liabilities.
  4. Company may redeem notes on or after May 6, 2030 if the stock exceeds 130% of the conversion price under specified conditions; redemptions of less than all notes require at least $100.0 million outstanding.
  5. Holders may require repurchase at par plus accrued interest upon certain fundamental change events, including certain business combinations and de-listing events.
  6. Events of default include cross-default on indebtedness for borrowed money of at least $100,000,000 and certain bankruptcy events of the company or significant subsidiaries.
  7. Underwriting agreement dated April 14, 2026 was entered with J.P. Morgan Securities LLC, TD Securities (USA) LLC and Guggenheim Securities, LLC as representatives.

03—Questions

Frequently Asked Questions

  1. What did Revolution Medicines issue and when?

    The company issued $500,000,000 aggregate principal amount of 0.50% Convertible Senior Notes due 2033 on April 17, 2026, under an indenture with U.S. Bank Trust Company, National Association, as trustee.

  2. At what price can the notes convert into common stock?

    The initial conversion rate is 5.0302 shares per $1,000 principal amount, an initial conversion price of approximately $198.80 per share, subject to customary adjustments and make-whole increases in certain corporate events.

  3. When can the company redeem the notes?

    The company may redeem the notes on or after May 6, 2030 and on or before the 31st scheduled trading day before maturity, but only if the last reported sale price of the common stock exceeds 130% of the conversion price on at least 20 of the 30 consecutive trading days ending before the redemption notice, and on the day before the notice is sent.

  4. How are the notes ranked relative to other debt?

    The notes are senior unsecured obligations, equal in right of payment with existing and future senior unsecured debt, senior to subordinated debt, effectively subordinated to secured debt to the extent of collateral value, and structurally subordinated to subsidiary liabilities including trade payables.

  5. How will conversions be settled?

    The company will settle conversions in cash, shares of common stock, or a combination of cash and shares, at its election.

04—Continue

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