您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:Revolution Medicines Inc美股招股说明书(2026-04-13版) - 发现报告

Revolution Medicines Inc美股招股说明书(2026-04-13版)

2026-04-13 美股招股说明书 记忆待续
报告封面

Filed Pursuant to Rule 424(b)(5)Registration No. 333-277640 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated April 13, 2026 Prospectus supplement(To the Prospectus dated March4, 2024) $750,000,000 Common stock Revolution Medicines, Inc. is offering shares of its common stock with an aggregate public offering price of $750,000,000. Our common stock is listed on the Nasdaq Global Select Market under the symbol “RVMD.” The last reported sale price of our commonstock on the Nasdaq Global Select Market on April 10, 2026 was $96.43 per share. At an assumed public offering price of $96.43 pershare, we would offer 7,777,662shares of our common stock in this offering. Concurrent convertible note offering Concurrently with this offering, we are offering, pursuant to a separate prospectus supplement,% convertible senior notes due2033, which we refer to as the convertible notes, in an aggregate principal amount of $250,000,000, plus up to an additional $37,500,000aggregate principal amount of convertible notes that the underwriters of the concurrent convertible note offering have the option topurchase from us. The completion of this offering is not contingent on the completion of the concurrent convertible note offering, and thecompletion of the concurrent convertible note offering is not contingent on the completion of this offering. Public offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to us (1)See “Underwriting” for additional information regarding underwriting compensation. We have granted the underwriters an option for a period of 30 days from the date of this prospectus supplement to purchase up to$112,500,000 of additional shares of our common stock from us at the public offering price less the underwriting discounts andcommissions. Investing in our securities involves significant risks. See “Risk factors” on page S-6 of this prospectus supplement and in thedocuments incorporated by reference in this prospectus supplement concerning factors you should consider before investingin our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on or about April, 2026.J.P.MorganTDCowenGuggenheimSecurities April, 2026 Table of Contents Table of contents Prospectus supplementAbout this prospectus supplementProspectus supplement summaryThe offeringRisk factorsSpecial note regarding forward-looking statementsMarket and industry dataUse of proceedsCapitalizationDilutionConcurrent convertible note offeringMaterial U.S. federal income tax consequences to Non-U.S. HoldersUnderwritingLegal mattersExpertsWhere you can find more information; incorporation by reference ProspectusAbout This ProspectusWhere You Can Find More Information; Incorporation by ReferenceAbout the CompanyRisk FactorsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of Other SecuritiesGlobal SecuritiesPlan of DistributionLegal MattersExperts Table of Contents About this prospectus supplement This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of commonstock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated March4,2024, included in our registration statement on Form S-3 (File No.333-277640), along with the documents incorporated by referencetherein, which provides more general information, some of which may not apply to this offering. Generally, when we refer to thisprospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained inthis prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any documentincorporated by reference that was filed with the Securities and Exchange Commission, or the SEC, before the date of this prospectussupplement, on the other hand, you should rely on the information contained in this prospectus supplement. If any statement in one ofthese documents is inconsistent with a statement in another document having a later date—for example, a document incorporated byreference in the accompanying prospectus—the statement in the document havi