Revolution Medicines Inc美股招股说明书(2026-02-25版)

Up to $1,000,000,000 Common Stock We have entered into a sales agreement with TD Securities (USA) LLC (“TD Cowen”) relating to shares of our common stock offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of ourcommon stock, $0.0001 par value per share, having an aggregate offering price of up to $1.0billion from time to time through or to TD Cowen acting asour agent or principal. The sales agreement replaces our prior sales agreement, dated August7, 2024, with TD Cowen (the “2024 Sales Agreement”). Our common stock is listed on the Nasdaq Global Select Market under the symbol “RVMD.” On February19, 2026, the last reported sale price of ourcommon stock on the Nasdaq Global Select Market was $102.74 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in negotiated transactions,including block trades or block sales, or by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgatedunder the Securities Act of 1933, as amended (the “Securities Act”), including without limitation sales made through the Nasdaq Global Select Marketor on any other trading market for our common stock or by any other method permitted by law. TD Cowen is not required to sell any specific amount ofsecurities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreedterms between TD Cowen and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to TD Cowen for sales of shares of common stock sold pursuant to the sales agreement will be an amount up to 3.0% of the grossproceeds of any shares of common stock sold under the sales agreement. In connection with the sale of the common stock on our behalf, TD Cowen willbe deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of TD Cowen will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to TD Cowen with respect to certain liabilities, includingliabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” beginning onpage S-13 for additional information regarding the compensation to be paid to TD Cowen. Our business and an investment in our common stock involve significant risks. These risks are described under thecaption “Risk Factors” beginning on page S-6 of this prospectus supplement and in the documents incorporated byreference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. TD Cowen February 25, 2026 Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTMARKET, INDUSTRY AND OTHER DATAPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCEABOUT THE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF OTHER SECURITIES Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”), utilizing a“shelf” registration process. By using an automatic shelf registration statement, we may sell an unspecified amount of securities from time to time.Under this prospectus supplement, we may offer shares of our common stock having an aggregate offering price of up to $1.0billion from time to timeat prices and on terms to be determined by market conditions at the time of offering. We provide information to you about this offering of shares of our common stock in two separate documents that are bound together: (1)this prospectussupplement, which describes the specific details regarding this offering; and (2)the accompanying prospectus, which provides general information,some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. Ifinformation in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. However, ifany statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a documentincorporated by reference in this prospectus suppleme