10-K – 2026-02-25 – rvmd-20251231.htm

Stock-based compensation
The Company measures its stock-based awards granted to employees and directors based on the estimated fair values of the awards and recognizes the compensation on a straight-line basis over the requisite service period. The fair value of options issued under the employee stock purchase plan is calculated using the Black-Scholes option-pricing model. Restricted stock units are valued based on the closing price of the Company’s common stock on the date of grant.

Comprehensive loss
For the years ended December 31, 2025, 2024 and 2023 , other comprehensive income (loss) included net unrealized gains or losses on marketable securities.

Income taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Management makes an assessment of the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Due to the Company’s historical operating performance and the recorded cumulative net losses in prior fiscal periods, the net deferred tax assets have been fully offset by a valuation allowance.
The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which a change in facts occurs. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of interest expense.

101

 
 

Net loss per share attributable to common stockholders
Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Shares of common stock into which the pre-funded warrants may be exercised are considered outstanding for the purposes of computing net loss per share because the shares may be issued for little or no consideration, are fully vested and are exercisable without being subject to any conditions after the original issuance date. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, stock options, common stock subject to repurchase related to unvested restricted stock awards and early exercise of stock options are considered to be potentially dilutive securities. The Company also considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. The holders of early exercised shares subject to repurchase do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods.

Segment reporting
The Company determines its operating segments based on how the chief operating decision maker (CODM) views and analyzes the segment’s operations and performance and allocates resources. The President and Chief Executive Officer is the CODM. The CODM utilizes net loss as the measure of segment profit or loss. The Company has one operating and reportable segment. The Company’s CODM manages the Company’s operations on a consolidated basis for the purposes of allocating resources and evaluating financial performance. The CODM assesses performance for and decides how to allocate resources based on the company’s cash and investment balance, periodic changes in cash and investments, and net loss, all of which are reported on the company’s consolidated balance sheets, statements of operations and/or statements of cash flows. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. All of the Company’s long-lived assets are located in the United States.
In addition to the significant expense categories included within consolidated net loss presented on the Company’s Consolidated Statements of Operations, see below for disaggregated amounts that comprise research and development expenses:
 

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Third-party research and development expenses (a)

 

$

631,291

 

 

$

368,101

 

 

$

262,605

 

Salaries and other employee-related expenses

 

 

189,064

 

 

 

113,475

 

 

 

81,658

 

Stock-based compensation expense

 

 

78,356

 

 

 

50,973

 

 

 

34,126

 

Amortization of intangible assets

 

 

870

 

 

 

1,069

 

 

 

1,068

 

Other research and development costs

 

 

87,751

 

 

 

58,607

 

 

 

43,687

 

Total research and development expense

 

$

987,332

 

 

$

592,225

 

 

$

423,144

 

(a) Third-party research and development expenses are comprised primarily of external costs incurred under agreements with third-party contract organizations, investigative clinical trial sites that conduct research and development activities on the Company’s behalf and consultants; costs related to the production of preclinical, clinical and pre-launch materials, including fees paid to contract manufacturers; and laboratory and vendor expenses related to the execution of discovery programs, preclinical and clinical trials.

Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB), under its ASC or other standard setting bodies, and adopted by the Company as of the specified effective date.
Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires annually (i) enhanced disclosures in connection with an entity's effective tax rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. The guidance is effective for public business entities for fiscal years beginning

102

 
 

after December 15, 2024. Early application is permitted. The Company adopted the standard prospectively for the year ended December 31, 2025, with no material impact on the Company’s consolidated financial statements.
Recently announced accounting pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE). The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The guidance is effective for public business entities for fiscal years (clarified as annual reporting periods by ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures Subtopic 220-40 issued in January 2025) beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The guidance is to be applied prospectively, with the option for retrospective application. The Company is currently evaluating the impact of the standard on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software. The new guidance amends the existing standard that refers to various stages of a software development project to align better with current software development methods. The new guidance will be effective for all entities for annual periods beginning after December 15, 2027. The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis. The Company is currently evaluating the impact of the standard on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements. The amendments in this guidance clarify interim disclosure requirements and the applicability of Topic 270 resulting in a comprehensive list of interim disclosures with a goal to enhance consistency in interim reporting for all entities. The guidance will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments in this Update can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

 
3. Acquisition
On November 9, 2023 (the Closing Date), the Company completed the acquisition of EQRx (the EQRx Acquisition). Pursuant to the Agreement and Plan of Merger, dated as of July 31, 2023 (the Merger Agreement), EQRx, LLC survived as a wholly owned subsidiary of the Company.
On the Closing Date, each share of EQRx common stock issued and outstanding immediately prior to the completion of the EQRx Acquisition was converted into the right to receive 0.1112 shares of the Company’s common stock. Outstanding stock options, restricted stock units and restricted stock awards of EQRx were also converted into the Company’s common stock, subject to the terms of the Merger Agreement. The Company issued 54.8 million shares of the Company’s common stock and paid $ 4.0 million in taxes to satisfy statutory income tax withholding obligations in conjunction with the EQRx Acquisition.
The EQRx Acquisition provided the Company with additional financing through the acquisition of EQRx’s cash, cash equivalents, and marketable securities, which comprised the majority of the net assets acquired from EQRx. As the Company primarily acquired these monetary assets, the EQRx Acquisition was accounted for as a capital-raising transaction with an asset acquisition component. EQRx does not meet the definition of a business under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (ASC 805), due to the fair value of EQRx, excluding cash and cash equivalents, as of the date of the EQRx Acquisition, being concentrated primarily in one asset class, marketable securities.
Under the asset acquisition method of accounting, the purchase consideration was allocated and recorded by the Company on a fair value basis to the net assets acquired on the Closing Date. Any excess fair value of net assets of EQRx over the cost of the acquisition following determination of the actual purchase consideration is allocated to EQRx’s qualifying assets under ASC 805. As there were no qualifying assets acquired, the excess fair value of net assets under ASC 805 was recorded to equity, as a capital-raising transaction. Because EQRx had wound down the majority of its research and development activities and its operations by the time of the Closing Date, the net assets being acquired are primarily comprised of cash and cash equivalents and marketable securities.
The following table reflects the consideration transferred by the Company:
 

103

 
 

 

 

Amount

 

 

 

(in thousands)

 

Fair value of shares of combined company to be owned by EQRx stockholders (1)

 

$

1,096,826

 

Less: Fair value of EQRx equity awards converting to Revolution Medicines common stock attributable to post-combination service

 

 

( 11,150

)

Taxes paid by Revolution Medicines on behalf of EQRx to satisfy statutory income tax withholding obligations

 

 

4,026

 

Fair value of warrants

 

 

6,907

 

Fair value of contingent earn-out shares

 

 

490

 

Purchase price

 

$

1,097,099

 

 

(1) Represents the fair value of approximately 54.8 million shares of Revolution Medicines common stock issued, calculated using the per share price of Revolution Medicines common stock of $ 20.02 as of November 9, 2023.
The following table summarizes the fair value of the assets acquired and liabilities assumed as of the Closing Date:
 

 

 

Amount

 

 

 

(in thousands)

 

Cash and cash equivalents

 

$

860,918

 

Marketable securities

 

 

313,878

 

Prepaid expenses and other current assets

 

 

12,084

 

Restricted cash

 

 

633

 

Other noncurrent assets

 

 

2,912

 

Accounts payable

 

 

( 6,893

)

Accrued expenses and other current liabilities

 

 

( 30,506

)

Net assets acquired

 

$

1,153,026

 

The excess fair value of net assets acquired over the purchase price was $ 55.9 million and was recorded to additional paid-in capital.
The following table calculates the excess of fair value of assets acquired over the purchase consideration under asset acquisition accounting:
 

 

 

Amount

 

 

 

(in thousands)

 

Purchase price

 

$

1,097,099

 

  Less: net assets acquired

 

 

( 1,153,026

)

Remaining excess fair value of net assets acquired over the purchase price

 

$

( 55,927

)

 
Transaction costs of $ 20.7 million incurred by the Company to complete the EQRx Acquisition were accounted for as a direct reduction to the Company’s additional paid-in capital, as these costs were primarily incurred to issue Revolution Medicines common stock as part of the capital-raising transaction .
In connection with the EQRx Acquisition, certain unvested outstanding stock options, restricted stock units and restricted stock awards of EQRx were accelerated and converted into the Company’s common stock. As a result, the fair-value of the unvested portion of the accelerated EQRx equity awards of $ 11.2 million was recognized as a post-combination expense and included in stock-based compensation expense for the year ended December 31, 2023.
In connection with the EQRx Acquisition, as of the Closing Date, all public warrants of EQRx that were outstanding and unexercised immediately prior to the Closing Date were converted into 11,039,957 publicly traded warrants (Public Warrants) and 8,693,333 private placement warrants of the Company (Private Warrants and, together with the Public Warrants, the Warrants). Each Warrant entitles the holder to purchase 0.1112 shares of the Company’s common stock, at an exercise price of $ 11.50 per such fractional share. The fair value of the Warrants on the Closing Date of $ 6.9 million was included in the purchase price. The Warrants expire in December 2026 . The Public Warrants and Private Warrants met liability classification requirements because the Warrants

104

 
 

contain provisions whereby adjustments to the settlement amount of the Warrants are based on a variable that is not an input to the fair value of a “fix-for-fixed” option and the existence of the potential for net cash settlement for the Warrant holders in the event of a tender offer. In addition, the Private Warrants are potentially subject to a different settlement amount depending upon the holder of the Private Warrants, which precludes them from being considered indexed to the entity’s own stock. Therefore, the Warrants are classified as liabilities.
Prior to the EQRx Acquisition, holders of rights to EQRx earn-out shares held in escrow were entitled to receive additional shares of EQRx common stock for no consideration upon the occurrence of certain stock price-based triggering events (the earn-out shares). The earn-out shares were converted in the same manner as all other shares of EQRx common stock under the Merger Agreement and holders of rights to earn-out shares were entitled to receive up to 5,560,000 shares of common stock of the Company, subject to the triggering events. No triggering events occurred and the rights to the earn-out shares expired on December 17, 2024 .

4. Fair value measurements
The following table presents information about the Company’s financial assets that are measured at fair value and indicates the fair value hierarchy of the valuation:
 

 

 

December 31, 2025

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

369,376

 

 

$

369,376

 

 

$

—

 

 

$

—

 

Commercial paper

 

 

75,080

 

 

 

—

 

 

 

75,080

 

 

 

—

 

U.S. government and agency securities

 

 

690,683

 

 

 

—

 

 

 

690,683

 

 

 

—

 

Corporate bonds

 

 

889,057

 

 

 

—

 

 

 

889,057

 

 

 

—

 

Total

 

$

2,024,196

 

 

$

369,376

 

 

$

1,654,820

 

 

$

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

 

18,546

 

 

 

10,376

 

 

 

8,170

 

 

 

—

 

Total

 

$

18,546

 

 

$

10,376

 

 

$

8,170

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

409,233

 

 

$

409,233

 

 

$

—

 

 

$

—

 

Commercial paper

 

 

245,658

 

 

 

—

 

 

 

245,658

 

 

 

—

 

Certificates of deposit

 

 

9,048

 

 

 

—

 

 

 

9,048

 

 

 

—

 

U.S. government and agency securities

 

 

1,051,754

 

 

 

—

 

 

 

1,051,754

 

 

 

—

 

Corporate bonds

 

 

571,654

 

 

 

—

 

 

 

571,654

 

 

 

—

 

Total

 

$

2,287,347

 

 

$

409,233

 

 

$

1,878,114

 

 

$

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

 

3,189

 

 

 

1,784

 

 

 

1,405

 

 

 

—

 

Total

 

$

3,189

 

 

$

1,784

 

 

$

1,405

 

 

$

—

 

 

Money market funds are measured at fair value on a recurring basis using quoted prices. U.S. government debt securities, government agency bonds, certificates of deposit, commercial paper and corporate bonds are measured at fair value, which is derived from independent pricing sources based on quoted prices in active markets for similar securities.
There were no transfers between Levels 1, 2 or 3 for any of the periods presented.
The fair value of the warrant liabilities was based on observable listed prices for such warrants. The fair value of the public warrants is categorized as Level 1. The fair value of the private warrants is categorized as Level 2 as they are equivalent to the public warrants as they have substantially the same terms; however, they are not actively traded.

 

105

 
 

5. Available-for-sale securities
The following tables summarize the amortized cost and estimated fair value of the Company’s available-for-sale marketable securities and cash equivalents and the gross unrealized gains and losses:
 

 

 

December 31, 2025

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

 

Estimated

 

 

 

cost

 

 

gain

 

 

loss

 

 

 

fair value

 

 

 

(in thousands)

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

62,380

 

 

$

16

 

 

$

( 3

)

 

 

$

62,393

 

U.S. government and agency securities

 

 

689,258

 

 

 

1,432

 

 

 

( 7

)

 

 

 

690,683

 

Corporate bonds

 

 

887,058

 

 

 

1,833

 

 

 

( 33

)

 

 

 

888,858

 

Total marketable securities

 

 

1,638,696

 

 

 

3,281

 

 

 

( 43

)

 

 

 

1,641,934

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

369,376

 

 

 

—

 

 

 

—

 

 

 

 

369,376

 

Commercial paper

 

 

12,688

 

 

 

—

 

 

 

( 1

)

 

 

 

12,687

 

Corporate bonds

 

 

199

 

 

 

—

 

 

 

—

 

 

 

 

199

 

Total cash equivalents

 

 

382,263

 

 

 

—

 

 

 

( 1

)

 

—

 

 

382,262

 

Total available-for-sale securities

 

$

2,020,959

 

 

$

3,281

 

 

$

( 44

)

 

 

$

2,024,196

 

 

 

 

December 31, 2024

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Estimated

 

 

 

cost

 

 

gain

 

 

loss

 

 

fair value

 

 

 

(in thousands)

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

158,838

 

 

$

72

 

 

$

( 17

)

 

$

158,893

 

Certificates of deposit

 

 

9,039

 

 

 

10

 

 

 

( 1

)

 

 

9,048

 

U.S. government and agency securities

 

 

1,011,019

 

 

 

1,123

 

 

 

( 382

)

 

 

1,011,760

 

Corporate bonds

 

 

566,008

 

 

 

657

 

 

 

( 131

)

 

 

566,534

 

Total marketable securities

 

 

1,744,904

 

 

 

1,862

 

 

 

( 531

)

 

 

1,746,235

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

409,233

 

 

 

—

 

 

 

—

 

 

 

409,233

 

Commercial paper

 

 

86,778

 

 

 

—

 

 

 

( 13

)

 

 

86,765

 

U.S. government and agency securities

 

 

39,991

 

 

 

4

 

 

 

( 1

)

 

 

39,994

 

Corporate bonds

 

 

5,120

 

 

 

—

 

 

 

—

 

 

 

5,120

 

Total cash equivalents

 

 

541,122

 

 

 

4

 

 

 

( 14

)

 

 

541,112

 

Total available-for-sale securities

 

$

2,286,026

 

 

$

1,866

 

 

$

( 545

)

 

$

2,287,347

 

 
The amortized cost and estimated fair value of the Company’s available-for-sale securities by contractual maturity are summarized below as of December 31, 2025:
 

 

 

December 31, 2025

 

 

 

 

 

 

Gross

 

 

Gross

 

 

 

 

 

 

Amortized

 

 

unrealized

 

 

unrealized

 

 

Estimated

 

 

 

cost

 

 

gain

 

 

loss

 

 

fair value

 

 

 

(in thousands)

 

Mature in one year or less

 

$

1,541,331

 

 

$

2,043

 

 

$

( 26

)

 

$

1,543,348

 

Mature after one year through two years

 

 

479,628

 

 

 

1,238

 

 

 

( 18

)

 

 

480,848

 

Total available-for-sale securities

 

$

2,020,959

 

 

$

3,281

 

 

$

( 44

)

 

$

2,024,196

 

 

106

 
 

6. Balance sheet components
Property and equipment, net
Property and equipment, net consists of the following:
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Laboratory equipment

 

$

30,098

 

 

$

25,192

 

Leasehold improvements

 

 

22,278

 

 

 

14,280

 

Computer equipment and software

 

 

7,322

 

 

 

5,046

 

Furniture and fixtures

 

 

1,955

 

 

 

1,200

 

Construction in progress

 

 

54

 

 

 

394

 

 

 

61,707

 

 

 

46,112

 

Less: accumulated depreciation and amortization

 

 

( 28,513

)

 

 

( 21,823

)

Property and equipment, net

 

$

33,194

 

 

$

24,289

 

 
Depreciation expense for property and equipment amounted to $ 7.4 million , $ 6.2 million and $ 5.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following:
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Accrued compensation

 

$

58,192

 

 

$

30,774

 

Accrued research and development

 

 

137,153

 

 

 

63,635

 

Accrued professional services

 

 

6,137

 

 

 

1,623

 

Other

 

 

7,858

 

 

 

583

 

Total accrued expenses and other current liabilities

 

$

209,340

 

 

$

96,615

 

 
7. Intangible assets and goodwill
Intangible assets, net
Intangible assets, net consist of the following as of December 31, 2025:
 

 

 

Gross value

 

 

Accumulated
amortization

 

 

Net book
value

 

 

Weighted-
average
remaining
useful life

 

 

 

(in thousands)

 

 

(in years)

 

In-process research and development — RAS Programs

 

$

55,800

 

 

$

—

 

 

$

55,800

 

 

n/a

 

Developed technology — tri-complex platform

 

 

7,480

 

 

 

( 7,480

)

 

 

—

 

 

 

—

 

Total

 

$

63,280

 

 

$

( 7,480

)

 

$

55,800

 

 

 

 

 
Amortization expense was $ 0.9 million for the year ended December 31, 2025 and $ 1.1 million for each of the years ended December 31, 2024 and 2023, respectively. The tri-complex platform was fully amortized as of December 31, 2025 .

107

 
 

 
Intangible assets, net consist of the following as of December 31, 2024:
 

 

 

Gross value

 

 

Accumulated
amortization

 

 

Net book
value

 

 

Weighted-
average
remaining
useful life

 

 

 

(in thousands)

 

 

(in years)

 

In-process research and development — RAS Programs

 

$

55,800

 

 

$

—

 

 

$

55,800

 

 

n/a

 

Developed technology — tri-complex platform

 

 

7,480

 

 

 

( 6,610

)

 

 

870

 

 

 

0.9

 

Total

 

$

63,280

 

 

$

( 6,610

)

 

$

56,670

 

 

 

 

 
Goodwill
There was no change in the carrying value of goodwill for the year ended December 31, 2025 as compared to the value for the year ended December 31, 2024.
 
No impairment has been recognized as of December 31, 2025 . Goodwill recorded is not deductible for income tax purposes.

8. Commitments and contingencies
Leases
In January 2015, as amended in September 2016, the Company entered into an operating lease for approximately 42,000 square feet of office, laboratory and research and development space located at 700 Saginaw Drive, Redwood City, California (the 700 Building). In April 2020, the Company amended the lease to lease an additional 19,000 square feet of office, laboratory and research and development space located at 300 Saginaw Drive, Redwood City, California (the 300 Building). In November 2021, the Company amended the lease to lease an additional 41,000 square feet of office, laboratory and research and development space located at 800 Saginaw Drive, Redwood City, California (the 800 Building). In March 2023, the Company amended the lease to lease an additional approximately 40,000 square feet of office, laboratory and research and development space located at 900 Saginaw Drive, Redwood City, California (the 900 Building), and to extend the lease term through December 31, 2035. In July 2024, the Company amended the lease to lease an additional approximately 43,000 square feet of office, laboratory and research and development space located at 500 Saginaw Drive, Redwood City, California (the 500 Building). In November 2024, the Company amended the lease to lease an additional approximately 46,961 square feet of office, laboratory and research and development space located at 600 Saginaw Drive, Redwood City, California (the 600 Building). The Company has the option to extend the lease for the Buildings for an additional ten years after December 31, 2035. Additionally, in November 2024, the Company also entered into a sublease agreement pursuant to which approximately 23,481 square feet of the 600 Building was subleased. The term of the sublease is through October 2027, with no options to extend. The sublease is accounted for as an operating lease. In July 2025, the Company amended the lease to lease an additional approximately 61,000 square feet of office, laboratory and research and development space located at 400 Saginaw Drive, Redwood City, California (the 400 Building). The Company has the option to extend the lease for an additional ten years after the first anniversary of the lease commencement date of the 400 Building . Additionally, in July 2025, the Company also entered into a sublease agreement pursuant to which approximately 44,000 square feet of office space located in the 400 Building was subleased. The term of the sublease is through October 2026, with an option to extend through mutual agreement between the parties. The sublease is accounted for as an operating lease.
The Company maintains letters of credit for the benefit of the landlord which are classified as restricted cash in the consolidated balance sheets. Restricted cash related to letters of credit due to the landlord was $ 4.6 million and $ 3.7 million as of December 31, 2025 and December 31, 2024, respectively.
Through December 31, 2025 , the landlord had provided the Company with $ 20.3 million in tenant improvement allowances, which were recognized as lease incentives. The lease incentives are being amortized as an offset to rent expense over the lease term in the consolidated statements of operations and comprehensive loss.

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Upon the execution of the lease amendment in March 2023, which was deemed to be a lease modification, the Company re-evaluated the assumptions used during the lease amendment in November 2021. The Company determined the amendment consists of two separate contracts under ASC 842. One contract is related to a new right-of-use asset for the 900 Building, which is being accounted for as an operating lease, and the other is related to the modification of the lease term, as amended in November 2021, for the 700 Building, 300 Building and 800 Building. As a result, the Company recorded a right-of-use asset and a lease liability of $ 25.0 million for the 900 Building and an aggregate increase of $ 0.3 million to the right-of-use assets and lease liabilities for the 700 Building, 300 Building and 800 Building upon execution of the lease amendment. The Company is recognizing rent expense for the buildings on a straight-line basis through the remaining extended term of the lease.
Upon the execution of the lease in July 2024, the Company determined that the contract is related to a new right-of-use asset for the 500 Building, which is being accounted for as an operating lease under ASC 842. Upon obtaining possession of the building in October 2024, the Company recorded a right-of-use asset of $ 18.2 million, a lease liability of $ 21.8 million and a lease receivable of $ 3.6 million for the 500 Building. The Company is recognizing rent expense for the building on a straight-line basis through the term of the lease.
Upon the execution of the lease in November 2024, the Company determined that the contract is related to a new right-of-use asset for the 600 Building, which is being accounted for as an operating lease under ASC 842. The Company recorded a right-of-use asset and a lease liability of $ 26.3 million for the 600 Building. The Company is recognizing rent expense for the building on a straight-line basis through the remaining extended term of the lease.
Upon the execution of the lease in July 2025, the Company determined that the contract is related to a new right-of-use asset for the 400 Building, which is being accounted for as an operating lease under ASC 842. The Company recorded a right-of-use asset of $ 22.4 million, a lease liability of $ 23.8 million and a lease receivable of $ 1.4 million for the 400 Building. The Company is recognizing rent expense for the building on a straight-line basis through the term of the lease.
The balance sheet classification of the Company’s operating lease liabilities was as follows:
 

 

 

December 31,

 

 

 

2025

 

 

 

(in thousands)

 

Operating lease liabilities:

 

 

 

   Operating lease liability – current

 

$

16,468

 

   Operating lease liability – noncurrent

 

 

142,234

 

      Total operating lease liabilities

 

$

158,702

 

The components of lease costs for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):
 

 

 

December 31,

 

2025

 

2024

 

2023

 

Operating lease cost

 

$

18,821

 

$

12,166

 

$

8,485

 

Less: Sublease income

 

 

( 3,342

)

 

( 561

)

 

( 302

)

      Total operating lease cost, net (1)

 

$

15,479

 

$

11,605

 

$

8,183

 

(1) Net lease cost does not include short-term lease and variable lease costs, which were immaterial.

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As of December 31, 2025, the maturities of the Company’s operating lease liabilities were as follows (in thousands):
 

 

 

 

 

 

 

 

 

2026

 

$

21,044

 

 

2027

 

 

20,210

 

 

2028

 

 

21,861

 

 

2029

 

 

22,626

 

 

2030

 

 

23,418

 

 

Thereafter

 

 

129,936

 

 

Total undiscounted lease payments

 

$

239,095

 

 

Less: Imputed interest

 

 

( 76,323

)

 

Less: Lease receivable

 

 

( 4,070

)

 

      Total operating lease liabilities

 

$

158,702

 

 

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate. The weighted-average discount rate used to determine the operating lease liability was 7.97 %. As of December 31, 2025 and 2024, the weighted-average remaining lease term is 10.0 years and 11.0 years, respectively.
Legal matters
From time to time, the Company may be involved in litigation related to claims that arise in the ordinary course of its business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. The Company accrues for these matters when it is probable that losses will be incurred and these losses can be reasonably estimated.
On December 9, 2024, Nemeth v. Casdin, et al., Case No. 2024-1268-KSJM (Del. Ch.), was filed in the Court of Chancery of the State of Delaware (the Complaint) arising from CM Life Sciences III., Inc.’s (CMLS III) December 17, 2021 merger with EQRx Inc. (Legacy EQRx) (the Merger). The Complaint was filed by former stockholders of CMLS III and brings claims for breach of fiduciary duty and unjust enrichment against members of CMLS III’s board of directors, CMLS III’s officers, and CMLS III’s sponsor in connection with the Merger. The Complaint also brings claims for aiding and abetting breaches of fiduciary duties against certain investment firms involved with the merger process, the Company, solely as successor-in-interest to EQRx, and Legacy EQRx’s former Executive Chairman and CEO, Alexis Borisy, who is also on the Company’s board of directors. Defendants moved to dismiss the Complaint in February 2025. The parties reached an agreement to resolve the matter, which was filed with the court on January 6, 2026, and remains subject to court approval. The Company has recorded an estimated accrual of $ 5.0 million in accrued and other current liabilities as of December 31, 2025, based on its expected contribution under the agreement and anticipated insurance recoveries.
Indemnification
The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is minimal.

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Other
The Company enters into agreements in the ordinary course of business with contract research organizations for clinical trials, contract manufacturing organizations to provide clinical trial materials and with vendors for preclinical studies and other services and products for operating purposes, which are generally cancelable at any time by the Company upon 30 to 90 days’ prior written notice.

9. Sanofi collaboration agreement
In June 2018, the Company entered into a collaborative research, development and commercialization agreement (the Sanofi Agreement) with Aventis, Inc. (an affiliate of Sanofi) to research and develop SHP2 inhibitors, including RMC-4630, for any indications. The Sanofi Agreement was assigned to Genzyme Corporation, a Sanofi affiliate, in December 2018. For the purposes of this discussion, the Company refers to Genzyme Corporation as Sanofi. The Sanofi Agreement was terminated in June 2023.
During the years ended December 31, 2025, 2024 and 2023, the Company recognized zero , zero and $ 11.6 million of collaboration revenue associated with this agreement.

10. Liability related to the sale of future royalties

In June 2025, the Company entered into a revenue participation right purchase and sale agreement with Royalty Pharma Investments 2019 ICAV (the Royalty Purchase Agreement). Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from the Company the right to receive tiered revenue payments with respect to worldwide net product sales of (i) RMC-6236 Products and (ii) RMC-9805 Products, if an RMC-9805 Product is approved for the same indication or subset of the same indication for which an RMC-6236 Product is approved (the Royalty Payments). In exchange for an upfront payment of $ 250.0 million, Royalty Pharma is entitled to receive Royalty Payments equal to 2.55 % of annual worldwide net sales up to $ 2.0 billion, 1.50 % of annual net sales between $ 2.0 billion and $ 4.0 billion, 0.60 % of annual net sales between $ 4.0 billion and $ 8.0 billion, and no Royalty Payments on sales in excess of $ 8.0 billion.
The Royalty Purchase Agreement provides for up to an additional $ 1.0 billion of potential purchases of additional Royalty Payments if the following criteria are met: (i) an additional Royalty Payment from the Company in exchange for a payment from Royalty Pharma of $ 250.0 million, if, prior to January 1, 2028, there is a positive data readout from RASolute 302, the Company’s ongoing Phase 3 registrational trial in the second-line treatment of patients with metastatic pancreatic ductal adenocarcinoma (PDAC) showing that RMC-6236 meets an agreed-upon endpoint in a statistically significant manner and the earlier of (A) the Company’s determination to proceed with the preparation and submission of a New Drug Application to the U.S. Food and Drug Administration (FDA) on the basis of such readout or (B) the submission of a New Drug Application on the basis of such readout (Tranche 2) and (ii) in each case of the following, at the Company’s election, Royalty Pharma will purchase the rights to additional Royalty Payments in exchange for (x) a payment of up to $ 250.0 million, if, prior to July 1, 2028, RMC-6236 receives FDA approval for the second-line treatment of patients with metastatic PDAC (Tranche 3), (y) a payment of up to $ 250.0 million, if the Company meets a specified net sales milestone prior to January 1, 2029 (Tranche 4), and (z) payments of (1) up to $ 100.0 million, if prior to January 1, 2030, there is a positive data readout from a potential Phase 3 clinical trial for the first-line treatment of metastatic PDAC involving either an RMC-6236 Product or an RMC-9805 Product, in each case, showing that the applicable Company compound meets an agreed-upon endpoint in a statistically significant manner and the FDA accepts a New Drug Application (or a supplemental application or an amendment to an existing application) on the basis of such readout, and (2) a payment of up to the difference of (I) $ 250.0 million and (II) the purchase price of any Royalty Payments purchased pursuant to clause (z)(1) above, if prior to January 1, 2030, there is a positive data readout from a potential Phase 3 clinical trial for the first-line treatment of metastatic PDAC involving either an RMC-6236 Product or an RMC-9805 Product, in each case, showing that the applicable Company compound meets an agreed-upon endpoint in a statistically significant manner and the earlier of (A) the Company’s determination to proceed with the preparation and submission of an application for marketing approval to the FDA, the European Medicines Agency (EMA) or the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA) on the basis of such readout or (B) the submission of an application for marketing approval to the FDA, EMA or MHRA on the basis of such readout (Tranche 5).
If Tranches 2 through 5 are all purchased in their entirety, Royalty Pharma would be entitled to receive total Royalty Payments equal to 7.80 % of annual worldwide net sales up to $ 2.0 billion, 4.55 % of annual net sales between $ 2.0 billion and $ 4.0 billion, 2.40 % of annual net sales between $ 4.0 billion and $ 8.0 billion, and no Royalty Payments on sales in excess of $ 8.0 billion. If the Company elects not to draw the full amount of any of the optional tranches, the associated royalty rates would be lower for each of the net sales tiers.
Additionally, the Royalty Purchase Agreement provides for an upward adjustment to the Royalty Payment rates in the years from 2030 to 2041 in the event that annual net sales in the immediate prior year are below an agreed-upon threshold. The upward adjustment to the Royalty Payment rates applies only to the $ 0 to $ 2 billion annual net sales tier, and the adjusted total Royalty

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Payment rate for this tier remains in the single digits. Any upward adjustment will revert back to the original Royalty Payment rates in the event that Annual Net Sales are above a different agreed-upon threshold.

The Company’s obligations under the Royalty Purchase Agreement will terminate upon the fifteenth anniversary of the first commercial sale of an RMC-6236 Product in the United States (or in the European Union for ex-U.S. sales).
The Royalty Purchase Agreement contains customary representations, warranties and indemnities of the Company and Royalty Pharma, and customary covenants on the part of the Company.
The Company has accounted for the Royalty Purchase Agreement as a debt financing, primarily because it has significant continuing involvement in generating the future revenue on which the Royalty Payments are based. The financing liability associated with the Royalty Payments and the related interest expense are measured based on our current estimate of the timing and amount of expected future Royalty Payments expected to be paid over the estimated term of the Royalty Purchase Agreement. The liability is amortized using the effective interest rate method, resulting in recognition of interest expense over the estimated term of the Royalty Purchase Agreement.
The upfront $ 250.0 million received was recorded as a liability and measured at amortized cost. Debt issuance costs of $ 5.8 million were recorded as a direct deduction from the carrying amount of the liability and are amortized to interest expense using the effective interest method over the estimated term of the arrangement. The effective interest rate for the initial tranche was determined based on the Company’s projections of future Royalty Payments. The Company evaluates the estimated timing and amount of future Royalty Payments each reporting period and will revise the effective interest rate prospectively if those estimates change materially.
The carrying value of the liability related to the sale of future royalties approximates fair value as of December 31, 2025 and is classified as either current or noncurrent based on the estimated timing of future Royalty Payments. The Company’s projections of future Royalty Payments are subject to significant estimation uncertainty and are based on various assumptions, including expected commercial launch timelines, regulatory approval probabilities, and projected net product sales over the term of the agreement. These inputs are considered to be Level 3 inputs in the fair value hierarchy, as they involve significant unobservable inputs and judgment. Changes in these assumptions could have a material impact on the effective interest rate.
The following table shows the activity of the liability related to the sale of future royalties as of December 31, 2025:
 

 

 

Amount

 

 

 

(in thousands)

 

Liability related to the sale of future royalties - beginning balance

 

$

—

 

Proceeds from the sale of future royalties

 

 

250,000

 

Issuance costs

 

 

( 5,785

)

Non-cash interest expense associated with the sale of future royalties

 

 

23,690

 

Amortization of issuance costs

 

 

541

 

Liability related to the sale of future royalties - ending balance

 

$

268,446

 

 
11. Term loan facility

In June 2025, the Company entered into a senior secured term loan agreement with Royalty Pharma Development Funding, LLC, as a lender and Wilmington Trust, National Association, as administrative agent (the Loan Agreement). The Loan Agreement provides for up to $ 750.0 million in term loans, consisting of three tranches of $ 250.0 million each. The first tranche is required to be drawn in full by the Company within 45 days following receipt of FDA marketing approval for daraxonrasib for any indication related to metastatic PDAC, if such approval occurs on or before January 1, 2028, unless the Company has previously elected to terminate the Loan Agreement. The second and third tranches are optional and may be drawn in whole or in part upon achievement of specified commercial milestones prior to January 1, 2028.
The maturity date of the facility is the earlier of (i) six years after the funding of the first tranche of term loans and (ii) December 31, 2032. The term loans bear interest at a floating rate equal to the three-month term SOFR (subject to a SOFR floor of 3.5 %) plus 5.75 %, payable on a quarterly basis. The Company is required to pay an upfront fee equal to 2.0 % of the applicable tranche of loans drawn on each funding date. There are no scheduled principal amortization payments prior to maturity.
The Loan Agreement permits voluntary prepayment in full at any time, and also requires mandatory prepayment in connection with a change of control. Prepayments made prior to the second anniversary of the applicable funding date for the applicable tranche of loans are subject to a make-whole premium equal to the foregone interest through the second anniversary, as well as a prepayment premium of 3.00 %. Prepayments made on or after the second anniversary but before the third anniversary are subject to a 3.00 % prepayment premium, and prepayments made on or after the third anniversary are subject to a 1.00 % prepayment premium. No make-whole or prepayment premium is due if repayment occurs at maturity.

112

 
 

The Loan Agreement contains customary affirmative and negative covenants on the part of the Company but does not include any financial covenants.
The Loan Agreement provides an enumerated list of customary events of default whereby certain actions could be exercised against the Company (including, without limitation, (i) the acceleration of all amounts due under the Term Loan Facility; (ii) the application of default rate interest; (iii) the exercise of powers of attorney, voting proxies and other similar rights; (iv) the foreclosure and sale of property and assets and (v) other actions permitted to be taken by a secured creditor).
The term loans are secured by a lien on substantially all of the Company’s assets.
As of December 31, 2025 , no amounts had been drawn under the Loan Agreement, and no liability was recorded.

12. Common stock

As of December 31, 2025 and 2024 , the Company’s certificate of incorporation authorized the Company to issue 300,000,000 shares of common stock, at a par value of $ 0.0001 per share. Each share of common stock is entitled to one vote . The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors. As of December 31, 2025 , no dividends had been declared to date.
The Company evaluated the pre-funded warrants issued in conjunction with the December 2024 underwritten public offering and concluded that they met the criteria to be classified as equity within additional paid-in-capital. The pre-funded warrants have been classified as equity because they (1) are freestanding financial instruments that are legally detachable and separately exercisable from the common stock, (2) are immediately exercisable, (3) do not embody an obligation for the Company to repurchase its shares, (4) permit the holder to receive a fixed number of shares of common stock upon exercise, (5) are indexed to the Company’s common stock and (6) meet the equity classification criteria. All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net loss per share attributable to common stockholders because the shares may be issued for little or no consideration, are fully vested and are exercisable after the original issuance date of the pre-funded warrants.
As of December 31, 2025, all of the pre-funded warrants have been converted into equity. The Company has reserved shares of common stock for future issuance as follows:
 

 

 

December 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Outstanding options to purchase common stock

 

 

17,997,616

 

 

 

13,985,538

 

Unvested restricted stock units of common stock

 

 

3,892,030

 

 

 

2,850,112

 

Available for future issuance under the 2020 Incentive Award Plan

 

 

1,395,277

 

 

 

8,945,644

 

Available for issuance under the 2020 Employee Stock Purchase Plan

 

 

5,363,603

 

 

 

3,775,682

 

Pre-funded warrants issued and outstanding

 

 

—

 

 

 

2,173,917

 

Total

 

 

28,648,526

 

 

 

31,730,893

 

 
13. Stock-based compensation

2020 Incentive Award Plan
In February 2020, the Company adopted the 2020 Incentive Award Plan (the 2020 Plan). The 2020 Plan became effective on February 11, 2020. The 2020 Plan provides for a variety of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents, or other stock or cash based awards. Under the 2020 Plan, the Company generally grants stock-based awards with service-based vesting conditions only. Options and restricted stock unit awards granted typically vest over a four-year period, but may be granted with different vesting terms.
Following the effectiveness of the 2020 Plan, the Company ceased making grants under the 2014 Equity Incentive Plan (the 2014 Plan). However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2014 Plan that are forfeited or lapse unexercised and which following the effective date of the 2020 Plan were not issued under the 2014 Plan are available for issuance under the 2020 Plan.

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2020 Employee Stock Purchase Plan
In February 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the ESPP). Under the ESPP, employees have the ability to purchase shares of the Company’s common stock through payroll deductions at a discount during a series of offering periods of 24 months, each comprised of four six-month purchase periods. The purchase price will be the lower of 85 % of the closing trading price per share of the Company’s common stock on the first day of an offering period in which an employee is enrolled or 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period.
As of December 31, 2025, there have been 271,045 shares of common stock purchased under the ESPP. As of December 31, 2025, a total of 5,363,603 shares of common stock were available for future issuance under the ESPP. As of December 31, 2025, there was $ 5.3 million of unrecognized compensation cost related to the ESPP.
Stock options
The following summarizes option activity under both the 2020 Plan and the 2014 Plan:
 

 

 

Number of
Shares
underlying
options

 

 

Weighted-
average
exercise price

 

 

Weighted-
average
remaining
contractual
term

 

 

Aggregate
intrinsic
value

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Balance, December 31, 2024

 

 

13,985,538

 

 

$

24.25

 

 

 

7.36

 

 

$

276,335

 

Options granted

 

 

5,404,236

 

 

 

44.20

 

 

 

 

 

 

 

Options exercised

 

 

( 1,147,005

)

 

 

18.43

 

 

 

 

 

 

 

Options cancelled and forfeited

 

 

( 245,153

)

 

 

35.97

 

 

 

 

 

 

 

Balance, December 31, 2025

 

 

17,997,616

 

 

$

30.45

 

 

 

7.28

 

 

$

885,485

 

Options vested and exercisable as of December 31, 2025

 

 

9,681,440

 

 

$

23.05

 

 

 

6.00

 

 

$

547,966

 

 
The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock by the Board of Directors. The intrinsic value of the options exercised for the years ended December 31, 2025, 2024 and 2023 was $ 43.4 million , $ 29.4 million and $ 10.7 million, respectively.
During the years ended December 31, 2025, 2024 and 2023, the weighted-average grant-date fair value of options granted was $ 28.94 , $ 22.07 and $ 17.82 per share, respectively. As of December 31, 2025, there was $ 208.4 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.72 years.
The fair value of employee and director stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions:
 

 

 

Year Ended December 31,

 

 

2025

 

2024

 

2023

Expected term (years)

 

6

 

6

 

6

Expected volatility

 

69 %- 72 %

 

67 %- 68 %

 

73 %- 75 %

Risk-free interest rate

 

3.7 %- 4.4 %

 

3.6 %- 4.6 %

 

3.5 %- 4.7 %

Dividend yield

 

0 %

 

0 %

 

0 %

 

The Black-Scholes model assumptions that determine the fair value of stock-based awards include:
Expected term —The expected term is calculated using the simplified method, which is available where there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method.
Expected volatility —Given the Company does not have sufficient trading history for its common stock, the expected volatility was estimated based on the average volatility of the Company and comparable publicly traded biotechnology companies over a period

114

 
 

equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty.
Risk-free interest rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.
Expected dividend —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.
Restricted stock units
Restricted stock units (RSUs) have been granted to employees and directors. The fair value of an RSU award is based on the Company’s stock price on the date of grant. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. The Company has granted RSUs pursuant to the 2020 plan.
Activity under the 2020 Plan with respect to the Company’s RSUs during the year ended December 31, 2025 was as follows:
 

 

 

Number of
Shares

 

 

Weighted-
average
grant date fair value per share

 

 

Weighted-
average
remaining contractual term

 

 

Aggregate intrinsic value

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in thousands)

 

Balance, December 31, 2024

 

 

2,850,112

 

 

$

30.87

 

 

 

1.49

 

 

$

124,664

 

RSUs granted

 

 

2,550,277

 

 

 

43.82

 

 

 

 

 

 

 

RSUs vested

 

 

( 1,349,291

)

 

 

31.00

 

 

 

 

 

 

 

RSUs forfeited

 

 

( 159,046

)

 

 

34.56

 

 

 

 

 

 

 

Balance, December 31, 2025

 

 

3,892,052

 

 

$

39.16

 

 

 

1.50

 

 

$

310,002

 

Expected to vest as of December 31, 2025

 

 

3,892,030

 

 

$

39.16

 

 

 

1.50

 

 

$

310,000

 

 

The number of RSUs vested includes shares of common stock that the Company withheld to satisfy the minimum statutory tax withholding requirements. As of December 31, 2025, there was $ 150.0 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 2.84 years.
The total grant date fair value of RSUs vested for the years ended December 31, 2025, 2024 and 2023 was $ 41.8 million , $ 26.8 million and $ 14.3 million, respectively.
Stock-based compensation expense
Total stock-based compensation expense related to stock options, RSUs and the ESPP by function was as follows:
 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Research and development

 

$

78,356

 

 

$

50,973

 

 

$

34,126

 

General and administrative

 

 

40,033

 

 

 

28,224

 

 

 

27,646

 

Total

 

$

118,389

 

 

$

79,197

 

 

$

61,772

 

In connection with the EQRx Acquisition, certain unvested outstanding stock options, restricted stock units and restricted stock awards of EQRx were accelerated and converted into the Company’s common stock. The fair-value of the unvested portion of the accelerated EQRx equity awards of $ 11.2 million (of which $ 3.7 million was attributed to employees working on research and development projects and $ 7.5 million working on general and administration) was recognized as a post-combination expense and included in stock-based compensation expense for the year ended December 31, 2023.

115

 
 

14. Income taxes
The Company’s income (loss) before provision for income taxes for the years ended December 31, 2025, 2024 and 2023 consist of the following:
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Domestic

 

$

( 1,131,301

)

 

$

( 600,796

)

 

$

( 440,683

)

International

 

 

—

 

 

 

( 50

)

 

 

792

 

Income (loss) before provision for income taxes

 

$

( 1,131,301

)

 

$

( 600,846

)

 

$

( 439,891

)

The components of the provision for income taxes for the years ended December 31, 2025, 2024 and 2023 consist of the following:
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

—

 

 

$

—

 

 

$

—

 

State

 

 

—

 

 

 

27

 

 

 

112

 

Foreign

 

 

—

 

 

 

( 42

)

 

 

212

 

Total current

 

 

—

 

 

 

( 15

)

 

 

324

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

—

 

 

 

—

 

 

 

—

 

State

 

 

—

 

 

 

( 721

)

 

 

( 3,865

)

Foreign

 

 

—

 

 

 

( 17

)

 

 

17

 

Total deferred

 

 

—

 

 

 

( 738

)

 

 

( 3,848

)

Benefit for income taxes

 

$

—

 

 

$

( 753

)

 

$

( 3,524

)

The Company recorded no income tax expense or benefit for the year ended December 31, 2025. The Company recorded an income tax benefit of $ 0.8 million and $ 3.5 million for the years ended December 31, 2024 and 2023, respectively, for certain state taxes on the indefinite lived intangibles recorded as part of the Company’s acquisition of Warp Drive Bio in 2018. The Company has incurred net pre-tax losses in the United States for all periods presented. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax bases using tax rates expected to be in effect during the years in which the basis differences reverse.
On July 4, 2025, bill H.R. 1, commonly referred to as the "One Big Beautiful Bill Act" or "OBBBA," was signed into law, with certain provisions effective in 2025 and others in 2026. The OBBBA significantly revises U.S. corporate income tax laws by, among other things, restoring the option for immediate expense recognition for U.S.-based research and development expenditures and making permanent the ability to claim first-year bonus depreciation on qualified property. The Company was not materially impacted by OBBBA tax law changes of taxation of foreign operations. Pursuant to ASC 740, changes in tax rates and tax law are required to be recognized in the period in which the legislation is enacted. The Company evaluated the impact of this Act on its annual consolidated financial statements and related disclosures and concluded that the Act does not have a material impact on its 2025 consolidated financial statements, as any impact was offset by a valuation allowance.

116

 
 

As further described in Note 2, Summary of Significant Accounting Policies, the Company has elected to prospectively adopt the guidance in ASU 2023-09. The following table is a reconciliation of the Company’s effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:
 

 

 

Year Ended December 31, 2025

 

 

(in thousands, except %)

 

Amount $

 

 

Percent

 

 

U.S. federal statutory income tax rate

 

$

( 237,573

)

 

 

21.0

%

 

State income tax rate, net of federal benefit (a)

 

 

( 852

)

 

 

0.1

%

 

Tax Credits:

 

 

 

 

 

 

 

     Research & development tax credits

 

 

( 58,103

)

 

 

5.1

%

 

     Orphan drug tax credits

 

 

( 2,964

)

 

 

0.3

%

 

Nontaxable or nondeductible items

 

 

1,252

 

 

 

- 0.1

%

 

Other adjustments

 

 

8,592

 

 

 

- 0.8

%

 

Changes in valuation allowance

 

 

284,264

 

 

 

- 25.1

%

 

Changes in unrecognized tax benefits

 

 

5,384

 

 

 

- 0.5

%

 

Effective tax rate

 

$

—

 

 

 

0.0

%

 

(a) The state that contributes to the majority of the state and local tax effect is California.
 
The following table is a reconciliation of the Company’s effective income tax rate to the statutory federal income tax rate for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09:
 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Federal statutory income tax rate

 

 

21.0

%

 

 

21.0

%

State income tax rate, net of federal benefit

 

 

5.2

%

 

 

- 2.3

%

Foreign rate differential

 

 

0.0

%

 

 

0.0

%

Research tax credits

 

 

4.7

%

 

 

2.7

%

Change in valuation allowance

 

 

- 31.1

%

 

 

- 19.8

%

Permanent tax differences

 

 

0.1

%

 

 

0.1

%

Stock based compensation

 

 

- 0.2

%

 

 

- 0.8

%

Other

 

 

0.4

%

 

 

- 0.1

%

Benefit from income taxes

 

 

0.1

%

 

 

0.8

%

 

117

 
 

Deferred income tax reflects the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The categories that give rise to significant components of the deferred tax assets are as follows (in thousands):
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

435,594

 

 

$

226,501

 

Accruals and reserves

 

 

20,286

 

 

 

9,951

 

Research and development credits

 

 

132,161

 

 

 

66,001

 

Lease liability

 

 

44,429

 

 

 

37,477

 

Stock-based compensation

 

 

33,454

 

 

 

20,215

 

Capitalized research expenses

 

 

240,220

 

 

 

247,725

 

Sale of future royalties

 

 

75,152

 

 

 

—

 

Other

 

 

1,098

 

 

 

1,140

 

Gross deferred tax assets

 

 

982,394

 

 

 

609,010

 

Less: valuation allowance

 

 

( 928,511

)

 

 

( 563,912

)

Total deferred tax assets

 

 

53,883

 

 

 

45,098

 

Deferred tax liabilities:

 

 

 

 

 

 

Fixed assets and finite-lived intangible assets

 

 

( 3,911

)

 

 

( 12,671

)

Indefinite-lived intangible assets

 

 

( 15,348

)

 

 

( 2,354

)

Right-of-use asset

 

 

( 36,977

)

 

 

( 32,426

)

Gross deferred tax liabilities

 

 

( 56,236

)

 

 

( 47,451

)

Net deferred tax liability

 

$

( 2,353

)

 

$

( 2,353

)

 
The realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Due to the lack of earnings history, the net deferred tax assets have been offset by a valuation allowance excluding certain indefinite lived intangibles. The valuation allowance increased by $ 364.6 million, $ 187.2 million, and $ 152.6 million during the years ended December 31, 2025, 2024, and 2023, respectively. The valuation allowance increased primarily due to additional net operating loss carryforward and research tax credits generated during the year.
The Company had federal and state net operating loss carryforwards deferred tax assets of $ 315.4 million and $ 120.1 million, respectively, as presented in the table above, as of December 31, 2025. The federal net operating loss carryforwards, if not utilized, will expire beginning in 2035 , with the exception of $ 295.8 million in federal net operating loss carryforwards deferred tax asset, which can be carried forward indefinitely. State net operating loss carryforwards, if not utilized, will expire beginning in 2035 .
The Company also had federal and state research and development credit carryforwards of $ 102.2 million and $ 27.4 million, respectively, as of December 31, 2025 . The federal research credits will expire beginning in 2034 if not utilized and the state research credits will expire beginning in 2031 , with the exception of $ 25.2 million in California research credits, which can be carried forward indefinitely.
Federal and state tax laws impose significant restrictions on the utilization of net operating loss carryforwards and other tax attributes in the event of a change in ownership of the Company, as defined by Internal Revenue Code Section 382 and 383 (Section 382 and 383). The Company's deferred tax assets have been reduced by the amount of net operating loss carryforwards and other tax attributes limited by Section 382 and 383 from ownership changes that have occurred in prior years. In addition, in the future the Company may experience ownership changes, which may limit the utilization of net operating loss carryforwards or other tax attributes .

118

 
 

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Beginning balance

 

$

206,200

 

 

$

191,407

 

 

$

7,602

 

Changes related to tax positions taken in the prior year

 

 

( 156,565

)

 

 

3,226

 

 

 

155,178

 

Changes related to tax positions taken in the current year

 

 

9,907

 

 

 

11,567

 

 

 

28,627

 

Ending balance

 

$

59,542

 

 

$

206,200

 

 

$

191,407

 

 
The Company has unrecognized tax benefits of $ 51.1 million, $ 198.1 million, and $ 184.2 million as of December 31, 2025, 2024 and 2023 which would affect the effective tax rate if recognized; however, recognition would be in the form of a deferred tax attribute which would likely be offset by a valuation allowance. Based on the Company’s expectations of applicable 382 and 383 limitations as of December 31, 2025 , the Company reduced the unrecognized tax benefits by $ 152.3 million related to acquired tax attributes as a part of the EQRx transaction, the reduction does not impact the Company’s deferred tax assets or effective tax rate. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company has recognized no interest or penalties related to uncertain tax positions for the periods presented.
 
Income tax returns are filed in the United States. The years 2010 through 2025 remain open to examination by the domestic taxing jurisdictions to which the Company is subject on its net operating losses .

15. Net loss per share attributable to common stockholders
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:
 

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

 

 

(in thousands, except share and per share data)

 

Numerator:

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

( 1,131,301

)

 

$

( 600,093

)

 

$

( 436,367

)

Denominator:

 

 

 

 

 

 

 

 

Weighted-average shares used to compute net loss per share
   attributable to common stockholders, basic and diluted

 

 

190,129,154

 

 

 

167,737,672

 

 

 

113,149,869

 

Net loss per share attributable to common stockholders, basic
   and diluted

 

$

( 5.95

)

 

$

( 3.58

)

 

$

( 3.86

)

 
The shares underlying the pre-funded warrants to purchase shares of the Company’s common stock have been included in the calculation of the weighted-average number of shares outstanding, basic and diluted, for the years ended December 31, 2024 and 2023.
The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share for the periods presented due to their anti-dilutive effect:
 

 

 

As of December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Options to purchase common stock

 

 

17,997,616

 

 

 

13,985,538

 

 

 

11,083,349

 

Unvested restricted stock units of common stock

 

 

3,892,030

 

 

 

2,850,112

 

 

 

2,161,267

 

Expected shares to be purchased under ESPP

 

 

428,189

 

 

 

400,353

 

 

 

230,651

 

Warrants outstanding

 

 

2,194,318

 

 

 

2,194,342

 

 

 

2,194,342

 

Earn-out shares

 

 

—

 

 

 

—

 

 

 

973,976

 

Total

 

 

24,512,153

 

 

 

19,430,345

 

 

 

16,643,585

 

 

119

 
 

16. Subsequent events

2024 ATM Program
In January and February 2026, the Company sold an aggregate of 880,098 shares of common stock under the 2024 ATM, resulting in gross proceeds of $ 86.1 million. After deducting commissions and expenses of $ 1.3 million, net proceeds to the Company were $ 84.8 million.
2026 ATM Program
In February 2026, the Company entered into a new sales agreement with TD Cowen to sell shares of the Company’s common stock, from time to time, with aggregate gross proceeds of up to $ 1 billion, through an at-the-market equity offering program (the 2026 ATM) under which TD Cowen agreed to act as the Company’s sales agent. The 2026 ATM replaces the 2024 ATM and any unused balance remaining under the 2024 ATM is no longer available.
 

 

120

 
 

Item 9. Changes in and Disagreements with Accou ntants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal financial officer, respectively, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2025. Based on the evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.
Management’s annual report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of our internal control over financial reporting based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework). Based on our evaluation, management has concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in internal control over financial reporting
We have evaluated changes in our internal control over financial reporting during the three months ended December 31, 2025, to identify any change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In September 2025, we implemented a new accounting and financial reporting system. We have made changes to our internal control over financial reporting to address the related processes and system. We will continue to evaluate any further changes to our internal control over financial reporting as we expand and refine the use of this system over time.
Inherent limitation on the effectiveness of internal control over financial reporting
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
Item 9B. Other Information.
 
Rule 10b5-1 Plans
During the quarterly period ended December 31, 2025, the following directors and officers of the Company adopted Rule 10b5-1 trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act. The details of these arrangements are as follows:
On November 25, 2025 , Mark A. Goldsmith , M.D., Ph.D., our President and Chief Executive Officer and Chair of the Board of Directors , adopted a Rule 10b5-1 trading plan. Dr. Goldsmith’s Rule 10b5-1 trading plan is intended to satisfy the affirmative defense

121

 
 

conditions of Rule 10b5-1(c) promulgated under the Exchange Act, and provides for (i) the potential exercise and sale of up to 150,000 shares of our common stock subject to a stock option held by Dr. Goldsmith, (ii) the potential sale of up to 12,000 shares of our common stock by a trust for which Dr. Goldsmith is a trustee and (iii) the potential sale of up to 12,000 shares of our common stock by a trust for which Dr. Goldsmith is a trustee. The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan and March 31, 2027 .
On December 16, 2025 , Wei Lin , M.D., our Chief Medical Officer , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act. Dr. Lin’s trading arrangement covers the sale of the number of shares of our common stock required to be sold to cover tax withholding obligations for restricted stock unit awards that vest after December 15, 2025. The aggregate number of shares to be sold pursuant to this trading arrangement is dependent on the number of restricted stock unit awards that may be granted to Dr. Lin from time to time and the taxes on these restricted stock unit awards, and, therefore, is indeterminable at this time.
2026 ATM Program
In February 2026, we entered into a new sales agreement with TD Cowen to sell shares of our common stock, from time to time, with aggregate gross proceeds of up to $1 billion, through an at-the-market equity offering program under which TD Cowen agreed to act as our sales agent.

 
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .
None.

122

 
 

PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within 120 days after December 31, 2025, and is incorporated herein by reference.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees, which is available on our website at ir.revmed.com/. The Code of Business Conduct and Ethics contains general guidelines for conducting the business of our company consistent with the highest standards of business ethics and is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. In addition, we intend to promptly disclose (1) the nature of any amendment to our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future.
Insider Trading Compliance Policy and Guidelines
We have adopted an insider trading compliance policy and procedures governing the purchase, sale and other dispositions of our securities by our directors, officers, employees and certain contractors and consultants that are designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy was filed with our Annual Report on Form 10-K as Exhibit 19.1 for the year ended December 31, 2024.
Item 11. Executiv e Compensation.
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A to be filed within 120 days after December 31, 2025, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A to be filed within 120 days after December 31, 2025, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A to be filed within 120 days after December 31, 2025, and is incorporated herein by reference.
Item 14. Principal Accoun ting Fees and Services.
Information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A to be filed within 120 days after December 31, 2025, and is incorporated herein by reference.

123

 
 

PART IV
Item 15. Exhibits, Financ ial Statement Schedules.
(a) The following documents are filed as part of this Annual Report on Form 10-K:

1. Financial Statements:

The following financial statements and schedules of the Registrant are contained in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K:
 

Page

Report of Independent Registered Public Accounting Firm

90

Consolidated Balance Sheets

92

Consolidated Statements of Operations  and Comprehensive Loss

93

Consolidated Statements of Stockholders’ Equity

94

Consolidated Statements of Cash Flows

95

Notes to Consolidated Financial Statements

96

 
2. Financial Statement Schedules

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes thereto.
(b) Exhibits

The exhibits listed in the following “Exhibit Index” are filed, furnished or incorporated by reference as part of this Annual Report.

124

 
 

Exhibit Index
 

 

Incorporated by reference

 

Filed
herewith

Exhibit
number

 

Exhibit description

 

Form

 

Date

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

1.1

 

Sales Agreement, dated as of February 25, 2026, by and between Revolution Medicines, Inc. and TD Securities (USA) LLC.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation.

 

8-K

 

2/18/2020

 

3.1

 

 

 

 

 

 

 

 

3.2

 

Amended and Restated Bylaws.

 

8-K

 

3/8/2021

 

3.1

 

 

 

 

 

 

 

 

4.1

 

Reference is made to Exhibits 3.1  through 3.2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Form of Common Stock Certificate.

 

S-1

 

1/17/2020

 

4.2

 

 

 

 

 

 

 

 

 

 

 

 

 

4.3

 

Description of Securities.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

4.4A

 

Warrant Agreement, dated April 6, 2021, by and between Continental Stock Transfer & Trust Company and EQRx, Inc.

 

10-K

 

2/26/2024

 

4.4(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

4.4B

 

Appointment, Assignment and Assumption Agreement, dated November 9, 2023, by and among EQRx, Inc., Revolution Medicines, Inc., Continental Stock Transfer & Trust Company and Equiniti Trust Company, LLC.

 

8-A

 

11/15/2023

 

4.2(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

5.1

 

Opinion of Latham & Watkins LLP

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

10.1A†

 

Collaborative Research, Development and Commercialization Agreement, dated as of June 8, 2018, by and between Revolution Medicines, Inc. and Aventis, Inc., as amended.

 

S-1

 

1/17/2020

 

10.1

 

 

 

 

 

 

 

 

10.1B†

 

Letter Agreement and Amendment, dated as of August 5, 2021 by and between Revolution Medicines, Inc. and Genzyme Corporation.

 

10-Q

 

8/11/2021

 

10.2

 

 

 

 

 

 

 

10.2A

 

Lease between HCP LS Redwood City, LLC and Revolution Medicines, Inc., dated as of January 15, 2015.

 

S-1

 

1/17/2020

 

10.3A

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2B

 

First Amendment to Lease by and between HCP LS Redwood City, LLC and Revolution Medicines, Inc., dated as of September 16, 2016.

 

S-1

 

1/17/2020

 

10.3B

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2C

 

Sublease between OncoMed Pharmaceuticals, Inc. and Revolution Medicines, Inc., dated as of January 16, 2019.

 

S-1

 

1/17/2020

 

10.3C

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2D

 

Second Amendment to Lease by and between HCP LS Redwood City, LLC and Revolution Medicines, Inc., dated as of April 17, 2020.

 

10-Q

 

5/14/2020

 

10.4

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2E

 

Third Amendment to Lease by and between HCP LS Redwood City, LLC and Revolution Medicines, Inc., dated as of November 1, 2021 .

 

10-Q

 

11/10/2021

 

10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2F

 

Fourth Amendment to Lease by and between HCP LS Redwood City, LLC and Revolution Medicines, Inc., dated as of March 24, 2023

 

10-Q

 

5/8/2023

 

10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2G

 

Fifth Amendment to Lease by and between HCP LS Redwood City, LLC and Revolution Medicines, Inc., dated as of August 3, 2023

 

10-Q

 

11/6/2023

 

10.3

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2H

 

Sixth Amendment, dated as of July 12, 2024, to Lease by and between HCP LS Redwood City, LLC and Revolution Medicines, Inc.

 

10-Q

 

11/6/2024

 

10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2I

 

Seventh Amendment, dated as of November 5, 2024, to Lease by and between HCP LS Redwood City, LLC and Revolution Medicines, Inc.

 

10-K

 

2/26/2025

 

10.2I

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2J

 

Eighth Amendment, dated as of July 28, 2025, to Lease by and between HCP LS Redwood City, LLC and Revolution Medicines, Inc.

 

10-Q

 

11/5/2025

 

10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2K

 

Sublease between Editco Bio Inc. and Revolution Medicines, Inc., dated as of November 5, 2024

 

10-K

 

2/26/2025

 

10.2J

 

 

 

 

 

 

 

 

 

 

 

 

 

125

 
 

 

Incorporated by reference

 

Filed
herewith

Exhibit
number

 

Exhibit description

 

Form

 

Date

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

10.3 †^

 

Revenue Participation Right Purchase and Sale Agreement dated June 23, 2025, by and between Royalty Pharma Investments 2019 ICAV and the Company.

 

10-Q

 

8/6/2025

 

10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

10.4 †^
 

 

Loan Agreement dated June 23, 2025, by and among Wilmington Trust, National Association, as trustee, Royalty Pharma Development Funding, LLC, and the Company.

 

10-Q

 

8/6/2025

 

10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

10.5A#

 

2014 Equity Incentive Plan, as amended.

 

S-1

 

1/17/2020

 

10.6(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

10.5B#

 

Form of Amended and Restated Early Exercise Stock Option Grant Notice and Amended and Restated Stock Option Agreement under 2014 Equity Incentive Plan, as amended.

 

S-1

 

1/17/2020

 

10.6(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

10.6A#

 

2020 Incentive Award Plan.

 

S-1/A

 

2/3/2020

 

10.7(a)

 

 

 

 

 

 

 

 

 

 

 

 

 

10.6B#

 

Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan.

 

S-1/A

 

2/3/2020

 

10.7(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

10.6C#

 

Form of Restricted Stock Award Agreement under the 2020 Incentive Award Plan.

 

S-1/A

 

2/3/2020

 

10.7(c)

 

 

 

 

 

 

 

 

 

 

 

 

 

10.6D#

 

Form of Restricted Stock Unit Award Grant Notice under the 2020 Incentive Award Plan.

 

S-1/A

 

2/3/2020

 

10.7(d)

 

 

 

 

 

 

 

 

 

 

 

 

 

10.7#

 

2020 Employee Stock Purchase Plan.

 

S-1/A

 

2/3/2020

 

10.8

 

 

 

 

 

 

 

 

 

 

 

 

 

10.8A#

 

Employment Agreement by and between Revolution Medicines, Inc. and Mark A. Goldsmith, M.D., Ph.D.

 

S-1

 

1/17/2020

 

10.9

 

 

 

 

 

 

 

 

 

 

 

 

 

10.8B#

 

First Amendment to Employment Agreement dated June 10, 2022 by and between Revolution Medicines, Inc. and Mark Goldsmith, M.D., Ph.D.

 

8-K

 

06/10/2022

 

10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

10.8C#

 

Second Amendment to Employment Agreement dated January 1, 2026 by and between Revolution Medicines, Inc. and Mark Goldsmith, M.D., Ph.D.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

10.9A#

 

Employment Agreement by and between Revolution Medicines, Inc. and Steve Kelsey, M.D., FRCP, FRCPath.

 

S-1

 

1/17/2020

 

10.10

 

 

 

 

 

 

 

 

 

 

 

 

 

10.9B#

 

First Amendment to Employment Agreement dated January 1, 2026 by and between Revolution Medicines, Inc. and Steve Kelsey, M.D., FRCP, FRCPath.

 

 

 

 

 

 

 

X
 

 

 

 

 

 

 

 

 

 

 

 

10.10A#

 

Employment Agreement by and between Revolution Medicines, Inc. and Margaret Horn, J.D.

 

S-1

 

1/17/2020

 

10.11

 

 

 

 

 

 

 

 

 

 

 

 

 

10.10B#

 

First Amendment to Employment Agreement dated January 1, 2026 by and between Revolution Medicines, Inc. and Margaret Horn, J.D.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

10.11A#

 

Employment Agreement, dated as of August 1, 2024 by and between Revolution Medicines, Inc. and Jack Anders .

 

10-Q

 

08/07/2024

 

10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

10.11B#

 

First Amendment to Employment Agreement, dated January 1, 2026 by and between Revolution Medicines, Inc. and Jack Anders .

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

10.12A#

 

Employment Agreement dated as of August 1, 2024 by and between Revolution Medicines, Inc. and Xiaolin Wang, Sc.D.

 

10-Q

 

08/07/2024

 

10.3

 

 

 

 

 

 

 

 

 

 

 

 

 

10.12B#

 

First Amendment to Employment Agreement dated January 1, 2026 by and between Revolution Medicines, Inc. and Xiaolin Wang, Sc.D.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

10.13#

 

Non-Employee Director Compensation Program.

 

10-Q

 

05/07/2025

 

10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

126

 
 

 

Incorporated by reference

 

Filed
herewith

Exhibit
number

 

Exhibit description

 

Form

 

Date

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

10.14#

 

Form of Indemnification Agreement for directors and officers.

 

S-1/A

 

2/3/2020

 

10.13

 

 

 

 

 

 

 

 

 

 

 

 

 

19.1^

 

Insider Trading Compliance Policy and Procedures

 

10-K

 

2/26/2025

 

19.1

 

 

 

 

 

 

 

 

 

 

 

 

 

21.1

 

Subsidiaries of Registrant.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

24.1

 

Power of Attorney (included on signature page to this Form 10-K).

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

32.1*

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

32.2*

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

97

 

Policy for Recovery of Erroneously Awarded Compensation

 

10-K

 

02/26/2024

 

97

 

 

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

104

 

The cover page from Revolution Medicines, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL and contained in Exhibit 101.

 

 

 

 

 

 

 

X

 
† Portions of the exhibit, marked by brackets, have been omitted because the omitted information (i) is not material and (ii) is the type of information that Revolution Medicines, Inc. treats as private or confidential.
^ Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Revolution Medicines, Inc. undertakes to furnish a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.
# Indicates management contract or compensatory plan.
* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Revolution Medicines, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary.
None.

127

 
 

SIGNA TURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

Revolution Medicines, Inc.

Date: February 25, 2026

By:

/s/ Mark A. Goldsmith

Mark A. Goldsmith, M.D., Ph.D.

President and Chief Executive Officer

 
POW ER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark A. Goldsmith, M.D., Ph.D., Jack Anders and Jeff Cislini and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
 

Name

Title

Date

/s/ Mark A. Goldsmith

President, Chief Executive Officer and Director

February 25, 2026

Mark A. Goldsmith, M.D., Ph.D.

 (Principal Executive Officer)

/s/ Jack Anders

Chief Financial Officer

February 25, 2026

Jack Anders

 (Principal Financial and Accounting Officer)

/s/ Elizabeth McKee Anderson

 Director

February 25, 2026

Elizabeth McKee Anderson

/s/ Flavia Borellini

 Director

February 25, 2026

Flavia Borellini, Ph.D.

/s/ Alexis Borisy

 Director

 

February 25, 2026

Alexis Borisy

 

 

 

 

 

 

 

 

 

/s/ Frank Clyburn

 Director

February 25, 2026

Frank Clyburn

/s/ Sandra Horning

 Director

February 25, 2026

Sandra J. Horning, M.D.

/s/ Lorence Kim

 Director

 

February 25, 2026

Lorence Kim, M.D.

/s/ Sushil Patel

 Director

February 25, 2026

Sushil Patel, Ph.D.

/s/ Thilo Schroeder

 Director

February 25, 2026

Thilo Schroeder, Ph.D.

 

 

 

 

 

 

128