SEC EDGAR · 10-Q
10-Q – 2026-08-05 – rvmd-20260630.htm
485608 tecken · 3 HTML-del(ar)
Automatiskt nyckeltalsindex
Detta är sökträffar och textkontext, inte verifierade eller normaliserade redovisningsvärden.
Omsättning
- Unregistered Sales of Equity Securities and Use of Proceeds
- • estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital;
- Sales of marketable securities
- Public offerings | In August 2024, the Company entered into a sales agreement with TD Securities (USA) LLC (TD Cowen) to sell shares of the Company’s common stock, from time to time, with aggregate gross proceeds of up to $ 500 million, through an at-the-market equity offering program (the 2024 ATM). During the year ended December 31, 2024, the Company sold an aggregate of 1,147,893 shares of common stock under the 2024 ATM, resulting in gross proceeds of $ 60.4 million, with net proceeds to the Company of $ 59.5 | In February 2026, the Company entered into a 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). The 2026 ATM replaced the 2024 ATM and any unused balance remaining under the 2024 ATM is no longer available. During the six months ended June 30, 2026 , the Company sold an aggregate of 1,455,299 shares of common stock under the 2026 ATM, re
- In August 2024, the Company entered into a sales agreement with TD Securities (USA) LLC (TD Cowen) to sell shares of the Company’s common stock, from time to time, with aggregate gross proceeds of up to $ 500 million, through an at-the-market equity offering program (the 2024 ATM). During the year ended December 31, 2024, the Company sold an aggregate of 1,147,893 shares of common stock under the 2024 ATM, resulting in gross proceeds of $ 60.4 million, with net proceeds to the Company of $ 59.5 | In February 2026, the Company entered into a 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). The 2026 ATM replaced the 2024 ATM and any unused balance remaining under the 2024 ATM is no longer available. During the six months ended June 30, 2026 , the Company sold an aggregate of 1,455,299 shares of common stock under the 2026 ATM, re
- In June 2025, the Company entered into a revenue participation right purchase and sale agreement (the Royalty Purchase Agreement) with Royalty Pharma Investments 2019 ICAV (Royalty Pharma). Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from the Company the right to receive tiered royalty 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 i | In May 2026, the Company received a $ 250.0 million payment from Royalty Pharma in exchange for additional rights to Royalty Payments in connection with the Tranche 2 funding trigger under the Royalty Purchase Agreement. In exchange for the first two tranches under the Royalty Purchase Agreement (the upfront payment of $ 250.0 million and this Tranche 2 funding), Royalty Pharma is entitled to receive total Royalty Payments equal to 4.55 % of annual net sales up to $ 2.0 billion, 2.50 % of annual
- In June 2025, the Company entered into a revenue participation right purchase and sale agreement (the Royalty Purchase Agreement) with Royalty Pharma Investments 2019 ICAV (Royalty Pharma). Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from the Company the right to receive tiered royalty 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 i | In May 2026, the Company received a $ 250.0 million payment from Royalty Pharma in exchange for additional rights to Royalty Payments in connection with the Tranche 2 funding trigger under the Royalty Purchase Agreement. In exchange for the first two tranches under the Royalty Purchase Agreement (the upfront payment of $ 250.0 million and this Tranche 2 funding), Royalty Pharma is entitled to receive total Royalty Payments equal to 4.55 % of annual net sales up to $ 2.0 billion, 2.50 % of annual | The Royalty Purchase Agreement provides for up to an additional $ 750.0 million of potential purchases of additional Royalty Payments. 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
- The Royalty Purchase Agreement provides for up to an additional $ 750.0 million of potential purchases of additional Royalty Payments. 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 | If Tranches 3 through 5 are all purchased in their entirety, Royalty Pharma would be entitled to receive total Royalty Payments equal to 7.80 % of annual 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 | 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 Payment rate for this tier remains in the single digits. Any upward adjustment will revert back to the original Royalt
Rörelseresultat
- Non-operating income (expense), net:
- Total non-operating income (expense), net
Periodens resultat
- As a result, if we enter into additional collaboration agreements and strategic partnerships or license intellectual property, products or businesses, we may not be able to realize the benefit of such transactions, including if we are unable to successfully integrate them with our or their existing operations, which could delay our timelines or otherwise adversely affect our business. We also cannot be certain that, following entry into a strategic transaction or license, we will achieve the rev
Kassaflöde
- Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the 2033 Notes. | As of June 30, 2026, we had $500.0 million aggregate principal amount of indebtedness under the 2033 Notes and approximately $548.5 million of liabilities relating to our sale of future royalties pursuant to the Royalty Purchase Agreement. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
- • requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;
Likvida medel
- Cash and cash equivalents
- Concentration of credit risk and other risks and uncertainties | Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its bank deposits and issuers of its investments. The Company’s investment policy limits investments to money
- Net change in cash and cash equivalents and restricted cash
- We intend to satisfy our current and future debt service obligations with our then-existing cash and cash equivalents. However, we may not have sufficient funds, and may be unable to arrange for additional financing, to pay the amounts due under the Loan Agreement or any other debt instruments. Failure to satisfy our current and future debt obligations, including covenants to take or avoid specific actions, under the Loan Agreement could result in an event of default and, as a result, the lender | We may be unable to raise the funds necessary to repurchase the 2033 Notes for cash following a fundamental change or to pay any cash amounts due upon maturity or conversion of the 2033 Notes, and our other indebtedness may limit our ability to repurchase the 2033 Notes or to pay any cash amounts due upon their maturity or conversion.
- We maintain the majority of our cash and cash equivalents in accounts at banking institutions in the United States that we believe are of high quality. Cash held in these accounts may exceed the FDIC insurance limits. If these banking institutions were to fail, we could lose all or a portion of amounts held in excess of these insurance limitations. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would
Nettoskuld
- Adjustments to reconcile net loss to net cash used in operating activities:
- Net cash used in operating activities
- Net cash provided by (used in) investing activities
- Net cash provided by financing activities
- 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 su | The Public Warrants and Private Warrants met liability classification requirements because the Warrants 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
- Net cash provided by (used in):
Eget kapital
- Liabilities and stockholdersʼ equity
- Stockholdersʼ equity:
- Total stockholdersʼ equity
- Total liabilities and stockholdersʼ equity
- REVOLUTION MEDICINES, INC. | CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY | (in thousands, except share data)
Antal aktier
- Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.
- We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding warrants. As a result, the exercise price of a holder’s warrants could be increased, the exercise period could be shortened and the number of shares of our common stock purchasable upon exercise of a warrant could be decreased, all without the approval of that warrant holder.
- Our warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and EQRx, Inc. Following the EQRx Acquisition, the warrants became exercisable for shares of our common stock, and we appointed Equiniti Trust Company, LLC as the warrant agent. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires
- On May 22, 2026 , 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 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 1 | On May 22, 2026 , Jeff Cislini , Senior Vice President, General Counsel and Secretary , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act, which provides for (i) the potential exercise and sale of up to 78,966 shares of our common stock subject to stock options held by Mr. Cislini and (ii) the potential sale of shares of our common stock issued upon the settlement of 21,000 restricted stock units, less t | On June 11, 2026 , Anthony Mancini , our Chief Global Commercialization Officer , adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act, which provides for (i) the potential
- exercise and sale of up to 24,968 shares of our common stock subject to stock options held by Mr. Mancini and (ii) the potential sale of shares of our common stock issued upon the settlement of 18,950 restricted stock units, less the number of shares sold to cover tax withholding obligations in connection with the vesting and settlement of such restricted stock units. The trading plan will terminate at the earlier of the execution of all trading orders pursuant to the plan and March 3, 2027 .
- On June 14, 2026 , Alan Sandler, M.D ., our Chief Development 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. Sandler’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 June 15, 2026. The aggregate number of shares to be sold pursuant to this tra
- On June 15, 2026 , Anthony Mancini, our Chief Global Commercialization 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. Mr. Mancini’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 June 15, 2026. The aggregate number of shares to be sold pursuant to
Antal anställda
- 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 fac | On December 9, 2024, Nemeth v. Casdin, et al., Case No. 2024-1268-PAF (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 sponso
- 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 e | For the three and six months ended June 30, 2026 , there were 208,030 shares of common stock purchased under the ESPP. As of June 30, 2026, a total of 7,125,587 shares of common stock were available for future issuance under the ESPP. As of June 30, 2026 , there was $ 13.7 million of unrecognized compensation cost related to the ESPP.
- Disruptions at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. For example, in recent years, including in 2025, the U.S. government has shut down several times and certain regulatory agencies, such as the FDA, have had to furlough critical employees and stop critical activities. In addition, the current U.S. Presidential administration has issued certain policies
- We receive, generate and store significant and increasing volumes of sensitive information, such as health-related information, clinical trial data, proprietary business information and the personal information of our employees and contractors (collectively, Confidential Information). We face a number of risks related to protecting the information technology systems we rely on and this Confidential Information, including loss of access risk, inappropriate use or disclosure, inappropriate modific
- Although we enter into confidentiality agreements with parties who have access to confidential or patentable aspects of our research and development output, such as our employees, collaborators, CROs, contract manufacturers, consultants, advisors and other third parties, any of these parties may breach the agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability to seek patent protection. Further, we may not be aware of all third-party intellectu
- We may be subject to claims by third parties asserting that we or our employees have infringed upon, misappropriated or otherwise violated their intellectual property rights, or claiming ownership of what we regard as our own intellectual property.
- Many of our employees were previously employed at other biotechnology or pharmaceutical companies, and our consultants and advisors may work for other biotechnology or pharmaceutical companies in addition to us. Although we try to ensure that our employees, consultants and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or othe
- We or our licensors may be subject to claims that former employees, collaborators or other third parties have an interest in our owned or in-licensed patents, trade secrets, or other intellectual property as an inventor or co-inventor. For example, we or our licensors may have inventorship disputes that arise from conflicting obligations of employees, consultants or others who are involved in developing our product candidates. While it is our policy to require our employees and contractors who m
Fulltext
Dokumentet är delat för att hålla varje sida lätt att hämta. Del 1 · Del 2 · Del 3
10-Q --12-31 Q2 false 0001628171 http://fasb.org/srt/2025#ChiefExecutiveOfficerMember http://fasb.org/srt/2025#PresidentMember 0 P0Y 2026-12-31 0001628171 2025-12-31 0001628171 us-gaap:CorporateDebtSecuritiesMember us-gaap:CashEquivalentsMember 2025-12-31 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-06-30 0001628171 rvmd:LaboratoryEquipmentMember 2026-06-30 0001628171 us-gaap:CommonStockMember 2025-06-30 0001628171 rvmd:UnvestedRestrictedStockUnitsOfCommonStockMember 2025-01-01 2025-06-30 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2025-06-30 0001628171 2025-06-01 2025-06-30 0001628171 us-gaap:FairValueInputsLevel2Member rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-06-30 0001628171 2026-03-31 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 rvmd:AnthonyManciniMember rvmd:Rule10B5-1PlanOneMember 2026-06-30 0001628171 us-gaap:CommonStockMember 2026-01-01 2026-06-30 0001628171 2026-07-31 0001628171 2026-01-01 2026-03-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember srt:MaximumMember rvmd:TrancheFiveMember rvmd:RoyaltyPharmaMember 2025-06-30 0001628171 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 rvmd:Rule10B5-1PlanTwoMember rvmd:JeffCisliniMember 2026-06-30 0001628171 us-gaap:ConstructionInProgressMember 2026-06-30 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-06-30 0001628171 rvmd:TwoThousandTwentyAndTwoThousandFourteenEquityIncentivePlanMember 2026-06-30 0001628171 rvmd:JeffCisliniMember rvmd:Rule10B5-1PlanOneMember 2026-06-30 0001628171 us-gaap:CorporateDebtSecuritiesMember rvmd:MarketableSecuritiesMember 2025-12-31 0001628171 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001628171 us-gaap:CommonStockMember rvmd:TwoThousandTwentySixAtmProgramMember 2026-01-01 2026-06-30 0001628171 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001628171 us-gaap:GeneralAndAdministrativeExpenseMember 2026-01-01 2026-06-30 0001628171 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember srt:MaximumMember us-gaap:ConvertibleDebtMember 2026-04-17 0001628171 us-gaap:AdditionalPaidInCapitalMember 2026-04-01 2026-06-30 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TierTwoMember rvmd:RoyaltyPharmaMember srt:MaximumMember 2026-05-01 2026-05-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TrancheTwoFundingMember rvmd:RoyaltyPharmaMember 2026-05-31 0001628171 2026-06-30 0001628171 us-gaap:OperatingSegmentsMember 2026-04-01 2026-06-30 0001628171 us-gaap:CommonStockMember 2025-12-31 0001628171 rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-01-01 2026-06-30 0001628171 us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:TwoThousandTwentyAndTwoThousandFourteenEquityIncentivePlanMember 2026-01-01 2026-06-30 0001628171 us-gaap:CommonStockMember 2026-02-01 2026-02-28 0001628171 us-gaap:LeaseholdImprovementsMember 2025-12-31 0001628171 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001628171 rvmd:MatureAfterOneYearThroughTwoYearsMember 2026-06-30 0001628171 srt:MinimumMember rvmd:RoyaltyPurchaseAgreementMember rvmd:TierTwoMember rvmd:RoyaltyPharmaMember 2026-05-01 2026-05-31 0001628171 rvmd:UnvestedRestrictedStockUnitsOfCommonStockMember 2025-12-31 0001628171 rvmd:MarkAGoldsmithMember rvmd:Rule10B5-1PlanThreeMember 2026-06-30 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-12-31 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-01-01 2026-03-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TrancheFiveMember rvmd:RoyaltyPharmaMember 2025-06-30 0001628171 us-gaap:CommonStockMember rvmd:TwoThousandTwentyFourAtmProgramMember 2025-01-01 2025-12-31 0001628171 rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-04-17 2026-04-17 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-01-01 2025-03-31 0001628171 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001628171 us-gaap:FurnitureAndFixturesMember 2025-12-31 0001628171 rvmd:MarkAGoldsmithMember rvmd:Rule10B5-1PlanOneMember 2026-06-30 0001628171 2025-01-01 2025-06-30 0001628171 rvmd:TierThreeMember 2025-01-01 2025-06-30 0001628171 us-gaap:RestrictedStockUnitsRSUMember 2026-01-01 2026-06-30 0001628171 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001628171 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:ResearchAndDevelopmentExpenseMember 2026-04-01 2026-06-30 0001628171 rvmd:AvailableForFutureIssuanceUnderTheTwoZeroTwoZeroEmployeeStockPurchasePlanMember 2025-12-31 0001628171 us-gaap:LeaseholdImprovementsMember 2026-06-30 0001628171 rvmd:TrancheTwoMember 2025-06-30 0001628171 rvmd:TwoThousandTwentyEquityIncentivePlanMember 2026-01-01 2026-06-30 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2025-06-01 2025-06-30 0001628171 rvmd:TrancheFourMember rvmd:RoyaltyPurchaseAgreementMember srt:MaximumMember rvmd:RoyaltyPharmaMember 2025-06-01 2025-06-30 0001628171 rvmd:TierTwoMember 2025-01-01 2025-06-30 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-04-01 2026-06-30 0001628171 us-gaap:CommonStockMember 2026-04-16 0001628171 us-gaap:CommonStockMember rvmd:AtTheMarketEquityOfferingMember 2026-01-01 2026-03-31 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 rvmd:TrancheFourMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2025-06-30 0001628171 rvmd:OutstandingOptionsToPurchaseCommonStockMember 2025-12-31 0001628171 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember 2025-12-31 0001628171 rvmd:AnthonyManciniMember rvmd:Rule10B5-1PlanOneMember 2026-04-01 2026-06-30 0001628171 rvmd:TrancheThreeMember 2025-06-30 0001628171 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:RestrictedCashMember rvmd:RedwoodCityCaliforniaMember 2025-12-31 0001628171 rvmd:MarkAGoldsmithMember 2026-04-01 2026-06-30 0001628171 rvmd:UnvestedRestrictedStockUnitsOfCommonStockMember 2026-06-30 0001628171 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember 2026-06-30 0001628171 us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:CommonStockMember rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-01-01 2026-06-30 0001628171 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001628171 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001628171 rvmd:TrancheFourMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2025-06-01 2025-06-30 0001628171 rvmd:WarrantsOutstandingMember 2025-01-01 2025-06-30 0001628171 rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-04-01 2026-06-30 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember 2025-12-31 0001628171 us-gaap:CommonStockMember 2026-03-31 0001628171 rvmd:TrancheOneMember 2025-06-30 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember rvmd:TierFourMember 2026-05-01 2026-05-31 0001628171 rvmd:AlanSandlerMember 2026-04-01 2026-06-30 0001628171 rvmd:TwoThousandTwentyEmployeeStockPurchasePlanMember 2020-02-29 0001628171 rvmd:TrancheTwoMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2025-06-01 2025-06-30 0001628171 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:ComputerEquipmentAndSoftwareMember 2025-12-31 0001628171 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember rvmd:TrancheFiveMember 2025-06-01 2025-06-30 0001628171 rvmd:TwoThousandTwentyEquityIncentivePlanMember 2020-02-29 2020-02-29 0001628171 2025-01-01 2025-03-31 0001628171 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember 2025-12-31 0001628171 us-gaap:DebtInstrumentRedemptionPeriodOneMember rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-01-01 2026-06-30 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:CashEquivalentsMember 2025-12-31 0001628171 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:WarrantLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 rvmd:OptionsToPurchaseCommonStockMember 2026-01-01 2026-06-30 0001628171 rvmd:Rule10B5-1PlanTwoMember rvmd:AnthonyManciniMember 2026-06-30 0001628171 us-gaap:CommonStockMember rvmd:TwoThousandTwentySixAtmProgramMember 2026-04-01 2026-06-30 0001628171 us-gaap:ResearchAndDevelopmentExpenseMember 2025-01-01 2025-06-30 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TierTwoMember rvmd:RoyaltyPharmaMember 2026-05-01 2026-05-31 0001628171 us-gaap:CommonStockMember rvmd:FollowOnPublicOfferingMember 2026-04-01 2026-06-30 0001628171 us-gaap:CommonStockMember 2026-04-01 2026-06-30 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:OutstandingOptionsToPurchaseCommonStockMember 2026-06-30 0001628171 rvmd:SteveKelseyMember 2026-04-01 2026-06-30 0001628171 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001628171 rvmd:EqrxAcquisitionMember rvmd:PrivatePlacementWarrantsMember 2023-11-09 0001628171 us-gaap:RestrictedStockUnitsRSUMember 2026-06-30 0001628171 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001628171 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:EqrxAcquisitionMember us-gaap:WarrantMember 2026-01-01 2026-06-30 0001628171 us-gaap:CommonStockMember rvmd:TwoThousandTwentyFourAtmProgramMember 2024-01-01 2024-12-31 0001628171 us-gaap:CommercialPaperMember rvmd:MarketableSecuritiesMember 2025-12-31 0001628171 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember 2026-06-30 0001628171 rvmd:TwoThousandTwentyAndTwoThousandFourteenEquityIncentivePlanMember 2025-01-01 2025-12-31 0001628171 rvmd:PreviouslyUnrecognizedStock-BasedCompensationExpenseMember 2026-01-01 2026-03-31 0001628171 rvmd:UnvestedRestrictedStockUnitsOfCommonStockMember 2026-01-01 2026-06-30 0001628171 2025-06-30 0001628171 us-gaap:RestrictedStockUnitsRSUMember rvmd:TwoThousandTwentyEquityIncentivePlansMember 2026-06-30 0001628171 rvmd:AtTheMarketEquityOfferingMember us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001628171 us-gaap:RetainedEarningsMember 2026-06-30 0001628171 rvmd:ComputerEquipmentAndSoftwareMember 2026-06-30 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:CorporateDebtSecuritiesMember us-gaap:CashEquivalentsMember 2026-06-30 0001628171 us-gaap:CommonStockMember rvmd:TwoThousandTwentyFourAtmProgramMember 2026-02-01 2026-02-28 0001628171 srt:MinimumMember 2025-01-01 2025-06-30 0001628171 rvmd:TierThreeMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember srt:MaximumMember 2026-05-01 2026-05-31 0001628171 us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember rvmd:MarketableSecuritiesMember 2025-12-31 0001628171 2026-01-01 2026-06-30 0001628171 us-gaap:FairValueInputsLevel2Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:RetainedEarningsMember 2026-04-01 2026-06-30 0001628171 us-gaap:FairValueInputsLevel2Member rvmd:WarrantLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 srt:MinimumMember rvmd:RoyaltyPurchaseAgreementMember rvmd:TierOneMember rvmd:RoyaltyPharmaMember 2025-06-01 2025-06-30 0001628171 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 rvmd:RestrictedCashMember rvmd:RedwoodCityCaliforniaMember 2026-06-30 0001628171 rvmd:JeffCisliniMember 2026-04-01 2026-06-30 0001628171 rvmd:WarrantLiabilityMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:RedwoodCityCaliforniaMember 2026-01-01 2026-06-30 0001628171 us-gaap:CommonStockMember rvmd:TwoThousandTwentyFourAtmProgramMember 2024-08-01 2024-08-31 0001628171 rvmd:WarrantLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 rvmd:ExpectedSharesToBePurchasedUnderESPPMember 2025-01-01 2025-06-30 0001628171 rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember srt:MaximumMember 2026-04-17 2026-04-17 0001628171 rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-06-30 0001628171 rvmd:MarketableSecuritiesMember 2025-12-31 0001628171 rvmd:Rule10B5-1PlanTwoMember rvmd:AnthonyManciniMember 2026-04-01 2026-06-30 0001628171 us-gaap:ConstructionInProgressMember 2025-12-31 0001628171 us-gaap:DeferredCompensationShareBasedPaymentsMember 2026-01-01 2026-03-31 0001628171 rvmd:EqrxAcquisitionMember rvmd:PublicWarrantsAndPrivatePlacementWarrantsMember 2026-06-30 0001628171 us-gaap:CashEquivalentsMember 2026-06-30 0001628171 us-gaap:CommercialPaperMember rvmd:MarketableSecuritiesMember 2026-06-30 0001628171 us-gaap:RetainedEarningsMember 2024-12-31 0001628171 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:RetainedEarningsMember 2026-03-31 0001628171 rvmd:FollowOnPublicOfferingMember us-gaap:AdditionalPaidInCapitalMember 2026-04-01 2026-06-30 0001628171 us-gaap:FurnitureAndFixturesMember 2026-06-30 0001628171 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001628171 us-gaap:OperatingSegmentsMember 2025-01-01 2025-06-30 0001628171 us-gaap:RetainedEarningsMember 2025-12-31 0001628171 us-gaap:RestrictedStockUnitsRSUMember rvmd:TwoThousandTwentyEquityIncentivePlansMember 2026-01-01 2026-06-30 0001628171 2026-04-01 2026-06-30 0001628171 srt:MinimumMember rvmd:RoyaltyPurchaseAgreementMember rvmd:TrancheThreeMember rvmd:RoyaltyPharmaMember 2025-06-01 2025-06-30 0001628171 rvmd:ExpectedSharesToBePurchasedUnderESPPMember 2026-01-01 2026-06-30 0001628171 rvmd:MarketableSecuritiesMember 2026-06-30 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2026-03-31 0001628171 us-gaap:OperatingSegmentsMember 2026-01-01 2026-06-30 0001628171 us-gaap:CommonStockMember rvmd:TwoThousandTwentyFourAtmProgramMember 2026-01-01 2026-01-31 0001628171 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001628171 rvmd:MatureInOneYearOrLessMember 2026-06-30 0001628171 rvmd:TrancheTwoMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember srt:MaximumMember 2025-06-01 2025-06-30 0001628171 us-gaap:CorporateDebtSecuritiesMember rvmd:MarketableSecuritiesMember 2026-06-30 0001628171 us-gaap:DebtInstrumentRedemptionPeriodTwoMember rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-06-30 0001628171 rvmd:WarrantLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-12-31 0001628171 rvmd:AvailableForFutureIssuanceUnderTheTwoZeroTwoZeroEmployeeStockPurchasePlanMember 2026-06-30 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TierOneMember srt:MaximumMember rvmd:RoyaltyPharmaMember 2025-06-01 2025-06-30 0001628171 us-gaap:RetainedEarningsMember 2025-06-30 0001628171 rvmd:MarkAGoldsmithMember rvmd:Rule10B5-1PlanTwoMember 2026-06-30 0001628171 us-gaap:RestrictedStockUnitsRSUMember rvmd:TwoThousandTwentyEquityIncentivePlansMember 2025-01-01 2025-12-31 0001628171 us-gaap:CommonStockMember 2026-04-16 2026-04-16 0001628171 us-gaap:CommonStockMember 2024-12-31 0001628171 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:ResearchAndDevelopmentExpenseMember 2025-04-01 2025-06-30 0001628171 us-gaap:GeneralAndAdministrativeExpenseMember 2025-01-01 2025-06-30 0001628171 us-gaap:CommonStockMember 2025-03-31 0001628171 us-gaap:ResearchAndDevelopmentExpenseMember 2026-01-01 2026-06-30 0001628171 rvmd:LaboratoryEquipmentMember 2025-12-31 0001628171 us-gaap:FairValueInputsLevel3Member rvmd:WarrantLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TrancheThreeMember srt:MaximumMember rvmd:RoyaltyPharmaMember 2025-06-30 0001628171 us-gaap:GeneralAndAdministrativeExpenseMember 2026-04-01 2026-06-30 0001628171 rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-04-17 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember rvmd:TrancheThreeMember 2025-06-01 2025-06-30 0001628171 us-gaap:WarrantMember 2026-01-01 2026-06-30 0001628171 us-gaap:RestrictedStockUnitsRSUMember rvmd:TwoThousandTwentyEquityIncentivePlansMember 2025-12-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2026-01-01 2026-06-30 0001628171 2024-12-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TrancheThreeMember rvmd:RoyaltyPharmaMember srt:MaximumMember 2025-06-01 2025-06-30 0001628171 us-gaap:OperatingSegmentsMember 2025-04-01 2025-06-30 0001628171 rvmd:FollowOnPublicOfferingMember 2026-04-01 2026-06-30 0001628171 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:CommonStockMember rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-01-01 2026-06-30 0001628171 rvmd:TierThreeMember srt:MinimumMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2026-05-01 2026-05-31 0001628171 rvmd:TrancheFourMember srt:MinimumMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2025-06-01 2025-06-30 0001628171 us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember 2026-06-30 0001628171 rvmd:AvailableForFutureIssuanceUnderTheTwoZeroTwoZeroIncentiveAwardPlanMember 2026-06-30 0001628171 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:FairValueInputsLevel3Member rvmd:WarrantLiabilityMember us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:FairValueInputsLevel2Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember rvmd:MarketableSecuritiesMember 2026-06-30 0001628171 srt:MinimumMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember rvmd:TierFourMember 2026-05-01 2026-05-31 0001628171 2025-03-31 0001628171 us-gaap:MoneyMarketFundsMember us-gaap:CashEquivalentsMember 2025-12-31 0001628171 rvmd:EqrxAcquisitionMember rvmd:PublicWarrantsMember 2023-11-09 0001628171 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001628171 us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember 2025-12-31 0001628171 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 us-gaap:CommercialPaperMember us-gaap:CashEquivalentsMember 2026-06-30 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-04-01 2025-06-30 0001628171 us-gaap:RetainedEarningsMember 2025-03-31 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 2025-04-01 2025-06-30 0001628171 rvmd:TierThreeMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember 2026-05-01 2026-05-31 0001628171 rvmd:AtTheMarketEquityOfferingMember 2026-01-01 2026-03-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TierOneMember rvmd:RoyaltyPharmaMember 2026-05-01 2026-05-31 0001628171 rvmd:RoyaltyPurchaseAgreementMember rvmd:TierOneMember rvmd:RoyaltyPharmaMember srt:MaximumMember 2026-05-01 2026-05-31 0001628171 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 us-gaap:CommonStockMember us-gaap:DebtInstrumentRedemptionPeriodOneMember rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-01-01 2026-06-30 0001628171 rvmd:AvailableForFutureIssuanceUnderTheTwoZeroTwoZeroIncentiveAwardPlanMember 2025-12-31 0001628171 us-gaap:MoneyMarketFundsMember us-gaap:CashEquivalentsMember 2026-06-30 0001628171 us-gaap:AdditionalPaidInCapitalMember 2026-06-30 0001628171 rvmd:SteveKelseyMember 2026-06-30 0001628171 rvmd:TwoThousandTwentyAndTwoThousandFourteenEquityIncentivePlanMember 2025-12-31 0001628171 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember 2026-06-30 0001628171 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-03-31 0001628171 rvmd:OptionsToPurchaseCommonStockMember 2025-01-01 2025-06-30 0001628171 rvmd:TwoThousandTwentyEmployeeStockPurchasePlanMember 2026-01-01 2026-06-30 0001628171 rvmd:CommonStockIssuableUnderConvertibleNotesMember 2026-01-01 2026-06-30 0001628171 us-gaap:GeneralAndAdministrativeExpenseMember 2025-04-01 2025-06-30 0001628171 srt:MinimumMember rvmd:RoyaltyPurchaseAgreementMember rvmd:RoyaltyPharmaMember rvmd:TrancheFiveMember 2025-06-01 2025-06-30 0001628171 us-gaap:DebtInstrumentRedemptionPeriodTwoMember rvmd:ZeroPointFivePercentConvertibleSeniorNotesDueTwoThousandThirtyThreeMember us-gaap:ConvertibleDebtMember 2026-01-01 2026-06-30 0001628171 rvmd:TwoThousandTwentyEmployeeStockPurchasePlanMember 2026-04-01 2026-06-30 0001628171 rvmd:TierOneMember 2025-01-01 2025-06-30 0001628171 us-gaap:CommercialPaperMember us-gaap:CashEquivalentsMember 2025-12-31 0001628171 us-gaap:CommonStockMember 2026-06-30 0001628171 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2026-06-30 0001628171 rvmd:WarrantLiabilityMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-12-31 0001628171 rvmd:TwoThousandTwentyEmployeeStockPurchasePlanMember 2026-06-30 0001628171 rvmd:WarrantsOutstandingMember 2026-01-01 2026-06-30 0001628171 us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember us-gaap:CashEquivalentsMember 2026-06-30 0001628171 rvmd:CommonStockIssuableUnderConvertibleNotesMember 2025-01-01 2025-06-30 rvmd:BusinessDays xbrli:pure rvmd:Segment rvmd:TradingDays rvmd:Vote xbrli:shares iso4217:USD xbrli:shares rvmd:Tranche iso4217:USD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-39219 Revolution Medicines, Inc. (Exact name of registrant as specified in its charter) Delaware 47-2029180 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 700 Saginaw Drive Redwood City , CA 94063 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 650 ) 481-6801 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock $0.0001 Par Value per Share RVMD The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Warrants to purchase 0.1112 shares of common stock expiring December 17, 2026 RVMDW The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of July 31, 2026, the registrant had 214,336,418 shares of common stock, $0.0001 par value per share, outstanding. Table of Contents Page Special Note Regarding Forward-Looking Statements ii PART I. FINANCIAL INFORMATION 1 Item 1. Financial Statements (unaudited) 1 Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Operations and Comprehensive Loss 2 Condensed Consolidated Statements of Stockholders’ Equit y 3 Condensed Consolidated Statements of Cash Flows 5 Notes to Unaudited Condensed Consolidated Financial Statements 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 30 Item 4. Controls and Procedures 30 PART II. OTHER INFORMATION 31 Item 1. Legal Proceedings 31 Item 1A. Risk Factors 31 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 85 Item 3. Defaults Upon Senior Securities 85 Item 4. Mine Safety Disclosures 85 Item 5. Other Information 85 Item 6. Exhibits 87 Signatures 88 i SPECIAL NOTE REG ARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business, operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that are in some cases beyond our control and may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about: • the scope, progress, results and costs of developing our product candidates or any other future product candidates, and conducting preclinical studies and clinical trials; • the scope, progress, results and costs related to the research and development of our pipeline; • the timing of and costs involved in obtaining and maintaining regulatory approval for any of our current or future product candidates, and any related restrictions, limitations and/or warnings in the label of an approved product candidate; • our expectations regarding the potential market size and size of the potential patient populations for our product candidates and any future product candidates, if approved for commercial use; • our ability to maintain and establish new collaborations, licensing or other arrangements and the financial terms of any such agreements; • our commercialization, marketing and manufacturing capabilities and expectations; • the rate and degree of market acceptance of our product candidates, as well as the pricing and reimbursement of our product candidates, if approved; • the implementation of our business model and strategic plans for our business, product candidates and technology, including additional indications for which we may pursue; • the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates, including the projected term of patent protection; • our expectations regarding our ability to obtain, maintain, enforce and defend our intellectual property protection for our product candidates; • estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital; • developments and projections relating to our competitors and our industry, including competing therapies and procedures; • regulatory and legal developments in the United States and foreign countries; • the performance of our third-party suppliers and manufacturers; • our ability to attract and retain key scientific or management personnel; and • other risks and uncertainties, including those listed under the caption “Risk Factors.” ii We have based these forward-looking statements largely on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we undertake no obligation to publicly update or revise any forward‑looking statements contained herein, whether as a result of any new information, future events or otherwise. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (ir.revmed.com), Securities and Exchange Commission (SEC) filings, webcasts, press releases and conference calls. We use these mediums, including our website, to communicate with our investors and the public about our company, our products and other issues. It is possible that the information that we make available may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website. Information contained on our website is not incorporated into, and does not form a part of, this Quarterly Report. iii PART I—FINANCI AL INFORMATION Item 1. Financi al Statements. REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED B ALANCE SHEETS (in thousands, except share and per share data) (unaudited) June 30, December 31, 2026 2025 Assets Current assets: Cash and cash equivalents $ 815,435 $ 383,745 Marketable securities 3,122,534 1,641,934 Prepaid expenses and other current assets 90,369 49,358 Total current assets 4,028,338 2,075,037 Property and equipment, net 34,608 33,194 Operating lease right-of-use asset 127,844 132,084 Intangible assets, net 55,800 55,800 Goodwill 14,608 14,608 Restricted cash 4,858 4,858 Long-term deposits 42,454 24,148 Other noncurrent assets 14,760 14,779 Total assets $ 4,323,270 $ 2,354,508 Liabilities and stockholdersʼ equity Current liabilities: Accounts payable $ 88,419 $ 64,616 Accrued expenses and other current liabilities 248,889 209,340 Operating lease liability, current 16,753 16,468 Total current liabilities 354,061 290,424 Deferred tax liability 2,353 2,353 Operating lease liability, noncurrent 137,741 142,234 Liability related to the sale of future royalties 548,542 268,446 Convertible senior notes, noncurrent 487,434 — Warrant liability 185,253 18,546 Other noncurrent liabilities 1,648 1,208 Total liabilities 1,717,032 723,211 Commitments and contingencies (Note 7) Stockholdersʼ equity: Preferred stock, $ 0.0001 par value; 10,000,000 shares authorized at June 30, 2026 and December 31, 2025; none issued and outstanding at June 30, 2026 and December 31, 2025 — — Common stock, $ 0.0001 par value; 300,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 214,242,688 and 197,001,401 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 21 19 Additional paid-in capital 6,579,456 4,497,143 Accumulated other comprehensive income (loss) ( 5,950 ) 3,237 Accumulated deficit ( 3,967,289 ) ( 2,869,102 ) Total stockholdersʼ equity 2,606,238 1,631,297 Total liabilities and stockholdersʼ equity $ 4,323,270 $ 2,354,508 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED STATEM ENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except share and per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Operating expenses: Research and development $ 394,919 $ 224,134 $ 738,889 $ 429,883 General and administrative 110,213 40,580 211,465 75,591 Total operating expenses 505,132 264,714 950,354 505,474 Loss from operations ( 505,132 ) ( 264,714 ) ( 950,354 ) ( 505,474 ) Non-operating income (expense), net: Interest income 35,579 22,404 55,087 47,319 Interest expense ( 23,781 ) ( 867 ) ( 35,978 ) ( 867 ) Change in fair value of warrant liability ( 151,031 ) ( 4,578 ) ( 166,819 ) ( 2,139 ) Other expense, net ( 6 ) ( 32 ) ( 123 ) ( 42 ) Total non-operating income (expense), net ( 139,239 ) 16,927 ( 147,833 ) 44,271 Loss before income taxes ( 644,371 ) ( 247,787 ) ( 1,098,187 ) ( 461,203 ) Net loss $ ( 644,371 ) $ ( 247,787 ) $ ( 1,098,187 ) $ ( 461,203 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 3.06 ) $ ( 1.31 ) ( 5.37 ) $ ( 2.45 ) Weighted-average common shares used to compute net loss per share, basic and diluted 210,893,604 188,583,288 204,531,173 188,365,805 Comprehensive loss: Net loss $ ( 644,371 ) $ ( 247,787 ) $ ( 1,098,187 ) $ ( 461,203 ) Other comprehensive loss: Foreign currency translation adjustments ( 93 ) — ( 101 ) — Unrealized loss on investments, net ( 5,235 ) ( 405 ) ( 9,086 ) ( 19 ) Comprehensive loss $ ( 649,699 ) $ ( 248,192 ) $ ( 1,107,374 ) $ ( 461,222 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) (unaudited) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Stockholdersʼ Shares Amount Capital Income/ (Loss) Deficit Equity Balance at December 31, 2025 197,001,401 $ 19 $ 4,497,143 $ 3,237 $ ( 2,869,102 ) $ 1,631,297 Issuance of common stock pursuant to stock option exercises 473,472 — 12,209 — — 12,209 Issuance of common stock related to vesting of restricted stock units 367,871 — — — — — Issuance of common stock from at-the-market offering 2,335,397 — 226,730 — — 226,730 Exercise of warrants 485 — 57 — — 57 Stock-based compensation expense — — 87,299 — — 87,299 Foreign currency translation adjustment — — — ( 8 ) — ( 8 ) Net unrealized loss on marketable securities — — — ( 3,851 ) — ( 3,851 ) Net loss — — — — ( 453,816 ) ( 453,816 ) Balance at March 31, 2026 200,178,626 $ 19 $ 4,823,438 $ ( 622 ) $ ( 3,322,918 ) $ 1,499,917 Issuance of common stock pursuant to stock option exercises 1,309,927 1 28,843 — — 28,844 Issuance of common stock related to vesting of restricted stock units 395,886 — — — — — Issuance of common stock from follow-on public offering, net of offering costs of $ 73,645 12,147,887 1 1,651,354 — — 1,651,355 Issuance of common stock related to employee stock purchase plan 208,030 — 8,473 — — 8,473 Exercise of warrants 2,332 — 348 — — 348 Stock-based compensation expense — — 67,000 — — 67,000 Foreign currency translation adjustment — — — ( 93 ) — ( 93 ) Net unrealized loss on marketable securities — — — ( 5,235 ) — ( 5,235 ) Net loss — — — — ( 644,371 ) ( 644,371 ) Balance at June 30, 2026 214,242,688 $ 21 $ 6,579,456 $ ( 5,950 ) $ ( 3,967,289 ) $ 2,606,238 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) (unaudited) Accumulated Additional Other Total Common Stock Paid-in Comprehensive Accumulated Stockholdersʼ Shares Amount Capital Loss Deficit Equity Balance at December 31, 2024 185,896,625 $ 18 $ 4,001,666 $ 1,321 $ ( 1,737,801 ) $ 2,265,204 Issuance of common stock pursuant to stock option exercises 90,043 — 891 — — 891 Issuance of common stock related to vesting of restricted stock units 271,536 — — — — — Exercise of warrants 2 — 1 — — 1 Stock-based compensation expense — — 25,084 — — 25,084 Net unrealized gain on marketable securities — — — 386 — 386 Net loss — — — — ( 213,416 ) ( 213,416 ) Balance at March 31, 2025 186,258,206 $ 18 $ 4,027,642 $ 1,707 $ ( 1,951,217 ) $ 2,078,150 Issuance of common stock pursuant to stock option exercises 121,103 — 1,937 — — 1,937 Issuance of common stock related to vesting of restricted stock units 361,975 — — — — — Issuance of common stock related to employee stock purchase plan 159,984 — 4,644 — — 4,644 Stock-based compensation expense — — 28,830 — — 28,830 Net unrealized loss on marketable securities — — — ( 405 ) — ( 405 ) Net loss — — — — ( 247,787 ) ( 247,787 ) Balance at June 30, 2025 186,901,268 $ 18 $ 4,063,053 $ 1,302 $ ( 2,199,004 ) $ 1,865,369 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 REVOLUTION MEDICINES, INC. CONDENSED CONSOLIDATED S TATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six Months Ended June 30, 2026 2025 Cash flows from operating activities Net loss $ ( 1,098,187 ) $ ( 461,203 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 154,299 53,914 Depreciation and amortization 4,795 3,984 Change in fair value of warrant liability 166,819 2,139 Non-cash interest expense on liabilities related to sale of future royalties 35,096 866 Non-cash interest expense on convertible senior notes 880 — Net amortization of premium or discount on marketable securities ( 7,556 ) ( 17,560 ) Amortization of operating lease right-of-use asset 4,240 3,534 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 41,011 ) ( 935 ) Accounts payable 21,888 491 Accrued expenses and other current liabilities 39,044 12,369 Operating lease liability ( 4,208 ) ( 3,056 ) Long-term deposits ( 18,306 ) ( 4,472 ) Other prepaid and noncurrent assets 283 ( 12,036 ) Other noncurrent liabilities 440 5,773 Net cash used in operating activities ( 741,484 ) ( 416,192 ) Cash flows from investing activities Purchases of marketable securities ( 2,248,094 ) ( 1,039,327 ) Maturities of marketable securities 765,863 1,061,986 Sales of marketable securities — 6,384 Purchases of property and equipment ( 3,824 ) ( 10,716 ) Net cash provided by (used in) investing activities ( 1,486,055 ) 18,327 Cash flows from financing activities Proceeds from issuance of common stock, net of issuance costs 1,651,355 — Proceeds from the sale of future royalties, net of issuance costs 245,000 250,000 Proceeds from issuance of common stock pursuant to at-the-market offering, net of issuance costs 226,730 — Proceeds from issuance of convertible senior notes, net 487,068 — Proceeds from issuance of common stock under equity incentive plans 41,053 2,828 Proceeds from issuance of common stock related to employee stock purchase plan 8,473 4,644 Proceeds from exercise of warrants 293 1 Deferred offering costs ( 743 ) ( 16 ) Net cash provided by financing activities 2,659,229 257,457 Net increase (decrease) in cash, cash equivalents and restricted cash 431,690 ( 140,408 ) Cash, cash equivalents and restricted cash - beginning of period 388,603 546,762 Cash, cash equivalents and restricted cash - end of period $ 820,293 $ 406,354 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Cash and cash equivalents 815,435 402,438 Restricted cash 4,858 3,916 Cash, cash equivalents and restricted cash - end of period $ 820,293 $ 406,354 Supplemental disclosure of non-cash investing and financing activities Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities $ 3,781 $ 2,907 Unpaid issuance costs on the liability related to the sale of future royalties — 5,785 Unpaid issuance costs on convertible senior notes 745 — The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 REVOLUTION MEDICINES, INC. Notes to Unaudited Condensed Co nsolidated Financial Statements 1. Organization Revolution Medicines, Inc. (the Company) is a late-stage clinical oncology company focused on developing novel targeted therapies for patients with RAS-addicted cancers. The Company was founded in October 2014 and is headquartered in Redwood City, California. Liquidity The Company has incurred net operating losses in each year since inception. As of June 30, 2026 , the Company had an accumulated deficit of $ 4.0 billion . Management believes that its existing cash, cash equivalents and marketable securities will enable the Company to fund its planned operations for at least 12 months following the issuance date of these unaudited condensed consolidated financial statements. The Company has been able to fund its operations through the issuance and sale of common stock, the acquisition of EQRx, Inc. (EQRx), the sale of future royalties and the issuance of convertible senior notes. Future capital requirements will depend on many factors, including the timing and extent of spending on research and development. There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending should additional capital not become available, could have a material adverse effect on the Company’s ability to achieve its business objectives. Public offerings In August 2024, the Company entered into a sales agreement with TD Securities (USA) LLC (TD Cowen) to sell shares of the Company’s common stock, from time to time, with aggregate gross proceeds of up to $ 500 million, through an at-the-market equity offering program (the 2024 ATM). During the year ended December 31, 2024, the Company sold an aggregate of 1,147,893 shares of common stock under the 2024 ATM, resulting in gross proceeds of $ 60.4 million, with net proceeds to the Company of $ 59.5 million after deducting commissions and expenses. During the year ended December 31, 2025, the Company sold an aggregate of 6,163,501 shares of common stock under the 2024 ATM, resulting in gross proceeds of $ 353.4 million, with net proceeds to the Company of $ 347.9 million after deducting commissions and expenses. 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. In February 2026, the Company entered into a 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). The 2026 ATM replaced the 2024 ATM and any unused balance remaining under the 2024 ATM is no longer available. During the six months ended June 30, 2026 , the Company sold an aggregate of 1,455,299 shares of common stock under the 2026 ATM, resulting in gross proceeds of $ 144.1 million, with net proceeds to the Company of $ 141.9 million after deducting commissions and expenses. In April 2026, the Company completed a public offering of 12,147,887 shares of its common stock at a public offering price of $ 142.00 per share, including the shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares (the Common Stock Offering). The Company received gross proceeds of approximately $ 1,725.0 million from the Common Stock Offering. Net proceeds were approximately $ 1,651.4 million from the Common Stock Offering, after deducting underwriting discounts, commissions and offering expenses. 2. Summary of significant accounting policies Basis of presentation The unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (GAAP) and applicable rules of the Securities and Exchange Commission (SEC) regarding interim financial reporting and, in the opinion of management, include all normal and recurring adjustments which are necessary to state fairly the Company’s financial position and results of operations for the reported periods. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the consolidated financial statements and the related notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 25, 2026 (the 2025 Form 10-K). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. The unaudited condensed consolidated financial statements for the periods ended June 30, 2026 and June 30, 2025 include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances 6 and transactions have been eliminated in consolidation. The financial results of the Company's activities are reported in United States Dollars. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, including clinical accruals, useful lives of property and equipment and intangible assets, impairment of goodwill and intangibles, impairment of in-process research and development and developed technologies, the incremental borrowing rate for determining operating lease assets and liabilities, warrant liabilities, stock-based compensation, the liability related to the sale of future royalties including the estimation of future payments and the related non-cash interest expense. Estimates are based on historical experience, complex judgments, facts and circumstances available at the time and various other assumptions that are believed to be reasonable under the circumstances but are inherently uncertain and unpredictable. Actual results could materially differ from the Company’s estimates, and there may be changes to the estimates in future periods . Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to concentration of credit risk consist of cash, cash equivalents and marketable securities. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its bank deposits and issuers of its investments. The Company’s investment policy limits investments to money market funds, certain types of debt securities issued by the U.S. government and its agencies, certificates of deposit, corporate debt and commercial paper, and places restrictions on the credit ratings, maturities and concentration by type and issuer. The Company has not experienced any significant losses on its deposits of cash and cash equivalents or investments. Pre-launch inventory Costs relating to raw materials and production of inventory in preparation for product launch prior to regulatory approval are capitalized when future commercialization is considered probable, the future economic benefit is expected to be realized, and the Company believes that material uncertainties related to the ultimate regulatory approval have been significantly reduced. As of June 30, 2026, the Company has no t capitalized any inventory costs . 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. Substantially 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 condensed consolidated statements of operations, see below for disaggregated amounts that comprise research and development expenses: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Increase/ (decrease) 2026 2025 Increase/ (decrease) (in thousands) (in thousands) Third-party research and development expenses (a) $ 232,942 $ 144,138 $ 88,804 $ 441,438 $ 276,881 $ 164,557 Salaries and other employee-related expenses 78,627 41,170 37,457 140,159 78,364 61,795 Stock-based compensation expense 39,311 19,126 20,185 83,949 35,505 48,444 Amortization of intangible assets — 267 ( 267 ) — 534 ( 534 ) Other research and development costs 44,039 19,433 24,606 73,343 38,599 34,744 Total research and development expense $ 394,919 $ 224,134 $ 170,785 $ 738,889 $ 429,883 $ 309,006 7 (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 inventory, 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 November 2024, the FASB issued ASU 2024-04, Debt (Topic 470), Debt with Conversion and Other Options (Subtopic 470-20), Induced Conversions of Convertible Debt Instruments. ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The guidance is effective for public business entities for fiscal years beginning after December 15, 2025. Early application is permitted. The Company adopted the standard prospectively for the year ended December 31, 2026. The guidance applies to the Company's convertible senior notes issued in April 2026. The adoption of the standard did not have a 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 its 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. Fair value measurements The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts payable, and accrued expenses and other current liabilities approximate fair value due to their relatively short maturities and market interest rates, if applicable. The Company’s marketable securities measured at fair value on a recurring basis are classified within the fair value hierarchy as described below. Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: 8 Level 1—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value and indicates the fair value hierarchy of the valuation: June 30, 2026 Total Level 1 Level 2 Level 3 (in thousands) Assets: Money market funds $ 436,756 $ 436,756 $ — $ — Commercial paper 569,502 — 569,502 — U.S. government and agency securities 1,163,860 — 1,163,860 — Corporate bonds 1,712,855 — 1,712,855 — Total $ 3,882,973 $ 436,756 $ 3,446,217 $ — Liabilities: Warrant liabilities 185,253 103,535 81,718 — Total $ 185,253 $ 103,535 $ 81,718 $ — 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 $ — 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 public warrants was determined using observable listed market prices for such warrants and is categorized as Level 1. The fair value of the private warrants is categorized as Level 2 because, while the private warrants are not actively traded, their value is derived from the observable market price of the public warrants, as the warrants have substantially similar terms . 9 4. 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: June 30, 2026 Gross Gross Amortized unrealized unrealized Estimated cost gain loss fair value (in thousands) Marketable securities: Commercial paper $ 252,580 $ 2 $ ( 110 ) $ 252,472 U.S. government and agency securities 1,165,385 61 ( 2,734 ) 1,162,712 Corporate bonds 1,710,377 86 ( 3,113 ) 1,707,350 Total marketable securities 3,128,342 149 ( 5,957 ) 3,122,534 Cash equivalents: Money market funds 436,756 — — 436,756 Commercial paper 317,072 1 ( 43 ) 317,030 U.S. government and agency securities 1,148 — — 1,148 Corporate bonds 5,504 1 — 5,505 Total cash equivalents 760,480 2 ( 43 ) 760,439 Total available-for-sale securities $ 3,888,822 $ 151 $ ( 6,000 ) $ 3,882,973 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 The amortized cost and estimated fair value of the Company’s available-for-sale securities by contractual maturity are summarized below as of June 30, 2026: June 30, 2026 Gross Gross Amortized unrealized unrealized Estimated cost gain loss fair value (in thousands) Mature in one year or less $ 2,468,017 $ 148 $ ( 1,738 ) $ 2,466,427 Mature after one year through two years 1,420,805 3 ( 4,262 ) 1,416,546 Total available-for-sale securities $ 3,888,822 $ 151 $ ( 6,000 ) $ 3,882,973 10 5. Balance sheet components Property and equipment, net Property and equipment, net consisted of the following: June 30, December 31, 2026 2025 (in thousands) Laboratory equipment $ 35,506 $ 30,098 Leasehold improvements 22,602 22,278 Computer equipment and software 7,275 7,322 Furniture and fixtures 1,952 1,955 Construction in progress 111 54 67,446 61,707 Less: accumulated depreciation ( 32,838 ) ( 28,513 ) Property and equipment, net $ 34,608 $ 33,194 Depreciation expense for property and equipment amounted to $ 2.1 million and $ 1.7 million for the three months ended June 30, 2026 and 2025 , respectively, and $ 4.3 million and $ 3.3 million for the six months ended June 30, 2026 and 2025, respectively. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following: June 30, December 31, 2026 2025 (in thousands) Accrued compensation $ 64,686 $ 58,192 Accrued research and development 170,116 137,153 Accrued professional services 8,942 6,137 Other 5,145 7,858 Total accrued expenses and other current liabilities $ 248,889 $ 209,340 6. Intangible assets and goodwill Intangible assets, net Intangible assets, net consist of the following as of June 30, 2026: 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 amounted to zero and $ 0.3 million for the three months ended June 30, 2026 and 2025 , respectively, and zero and $ 0.5 million for the six months ended June 30, 2026 and 2025, respectively. The tri-complex platform was fully amortized as of December 31, 2025. 11 Intangible assets, net consisted 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 Goodwill The following summarizes the change in the carrying value of goodwill for the three and six months ended June 30, 2026: Amount (in thousands) Balance at December 31, 2025 $ 14,608 Adjustment — Balance at June 30, 2026 $ 14,608 No impairment has been recognized during the three or six months ended June 30, 2026 . Goodwill recorded is not deductible for income tax purposes. 7. Commitments and contingencies Leases The Company’s operating lease arrangements primarily consist of office, laboratory, and research and development space in Redwood City, California, with lease terms extending through December 31, 2035, and certain options to extend. For operating lease arrangements recognized under ASC 842, the Company recognizes lease cost on a straight-line basis over the lease term. The Company has also entered into sublease arrangements for certain facilities, which are accounted for as operating leases. Sublease income is recognized on a straight-line basis over the applicable sublease terms. The Company maintains letters of credit for the benefit of the landlord which are classified as restricted cash in the condensed consolidated balance sheets. Restricted cash related to letters of credit due to the landlord was $ 4.6 million as of June 30, 2026 and December 31, 2025. Through June 30, 2026, 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 unaudited condensed consolidated statements of operations and comprehensive loss. The balance sheet classification of the Company’s operating lease liabilities was as follows: June 30, December 31, 2026 2025 (in thousands) Operating lease liabilities: Operating lease liability – current $ 16,753 $ 16,468 Operating lease liability – noncurrent 137,741 142,234 Total operating lease liabilities $ 154,494 $ 158,702 12 The components of lease costs for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) (in thousands) Operating lease cost $ 5,301 $ 4,262 $ 10,688 $ 9,085 Less: Sublease income ( 1,185 ) ( 610 ) ( 2,369 ) ( 1,878 ) Total operating lease cost, net (1) $ 4,116 $ 3,652 $ 8,319 $ 7,207 (1) Net lease cost does not include short-term lease and variable lease costs, which were immaterial. As of June 30, 2026, the maturities of the Company’s operating lease liabilities were as follows (in thousands): 2026 (remaining six months) $ 10,671 2027 20,210 2028 21,861 2029 22,626 2030 23,418 Thereafter 129,936 Total undiscounted lease payments $ 228,722 Less: Imputed interest ( 70,158 ) Less: Lease receivable ( 4,070 ) Total operating lease liabilities $ 154,494 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 June 30, 2026 and December 31, 2025, the weighted-average remaining lease term was 9.5 years and 10.0 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-PAF (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. The court entered an Order and Final Judgment approving the settlement and dismissing the action with prejudice on June 18, 2026. 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. 13 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. 8. Liability related to the sale of future royalties In June 2025, the Company entered into a revenue participation right purchase and sale agreement (the Royalty Purchase Agreement) with Royalty Pharma Investments 2019 ICAV (Royalty Pharma). Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from the Company the right to receive tiered royalty 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) for an upfront payment of $ 250.0 million. In May 2026, the Company received a $ 250.0 million payment from Royalty Pharma in exchange for additional rights to Royalty Payments in connection with the Tranche 2 funding trigger under the Royalty Purchase Agreement. In exchange for the first two tranches under the Royalty Purchase Agreement (the upfront payment of $ 250.0 million and this Tranche 2 funding), Royalty Pharma is entitled to receive total Royalty Payments equal to 4.55 % of annual net sales up to $ 2.0 billion, 2.50 % of annual net sales between $ 2.0 billion and $ 4.0 billion, 1.00 % 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 $ 750.0 million of potential purchases of additional Royalty Payments. 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 3 through 5 are all purchased in their entirety, Royalty Pharma would be entitled to receive total Royalty Payments equal to 7.80 % of annual 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 proportionately 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 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 the Company’s 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 and the Tranche 2 $ 250.0 million were both recorded as a liability and measured at amortized cost. Aggregate debt issuance costs of $ 10.8 million were recorded as a direct deduction from the carrying amount of the liability and are 14 amortized to interest expense using the effective interest method over the estimated term of the Royalty Purchase Agreement. The effective interest rate for the liability 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 June 30, 2026 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 for the six months ended June 30, 2026: Amount (in thousands) Liability related to the sale of future royalties - beginning balance $ 268,446 Proceeds from the sale of future royalties 250,000 Issuance costs ( 5,000 ) Non-cash interest expense associated with the sale of future royalties 34,440 Amortization of issuance costs 656 Liability related to the sale of future royalties - ending balance $ 548,542 9. 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 (the Term Loan Facility), 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. 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 June 30, 2026 , no amounts had been drawn under the Loan Agreement, and no liability was recorded. 10. Convertible senior notes On April 17, 2026, the Company issued $ 500.0 million aggregate principal amount of its 0.50 % Convertible Senior Notes due 2033 (the 2033 Notes). The net proceeds from the offering, after deducting the underwriting discount of 2.5 % of the principal amount and estimated offering expenses, were approximately $ 487.1 million. 15 The 2033 Notes are the Company’s senior, unsecured obligations and bear interest at a rate of 0.50 % per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2026. The 2033 Notes will mature on May 1, 2033 , unless earlier converted, redeemed, or repurchased. Before February 1, 2033, holders may convert their 2033 Notes only upon the satisfaction of one or more of the following conditions: (i) during any calendar quarter commencing after the calendar quarter ending September 30, 2026 (and only during such calendar quarter), if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five business days immediately after any ten consecutive trading day period in which the trading price per $ 1,000 principal amount of 2033 Notes is less than 98 % of the product of the last reported sale price of the common stock and the conversion rate; (iii) upon the occurrence of certain corporate events or distributions on the Company’s common stock; or (iv) if the Company calls the 2033 Notes for redemption. At any time from and including February 1, 2033 , holders may convert their 2033 Notes at their option. During the quarter ending June 30, 2026, the conditions allowing holders to convert the 2033 Notes had not been met. Accordingly, the 2033 Notes were not convertible as of June 30, 2026 at the option of the holders thereof, and the 2033 Notes are classified as a noncurrent liability as of that date. The initial conversion rate is 5.0302 shares of the Company’s common stock per $ 1,000 principal amount of the 2033 Notes, representing an initial conversion price of approximately $ 198.80 per share. The initial conversion price is subject to customary anti-dilution adjustments and may be increased in connection with certain make-whole fundamental change events, subject to a maximum conversion rate of 7.0422 shares per $ 1,000 principal amount. Upon conversion, the Company may elect to settle the conversion obligation in cash, shares of the Company’s common stock, or a combination of both. On or after May 6, 2030, and on or before the 31st scheduled trading day before the maturity date, the Company may redeem all or any portion of the 2033 Notes for cash at par plus accrued and unpaid interest, provided that the last reported sale price of the Company’s common stock exceeds 130 % of the conversion price then in effect for at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately preceding the notice date. Any redemption of the 2033 Notes also constitutes a make-whole fundamental change. The Company may not redeem fewer than all outstanding 2033 Notes unless at least $ 100.0 million aggregate principal amount of the 2033 Notes remains outstanding and is not subject to redemption. If a fundamental change (as defined in the indenture governing the 2033 Notes) occurs, holders may require the Company to repurchase their 2033 Notes at par plus accrued and unpaid interest. The conversion feature of the 2033 Notes was not bifurcated as an embedded derivative because it is indexed to the Company’s own common stock and meets the conditions for equity classification under ASC 815, Derivatives and Hedging. The following table sets forth the carrying value of the 2033 Notes as of June 30, 2026: Amount (in thousands) Principal amount $ 500,000 Less: Unamortized issuance costs ( 12,566 ) Net carrying amount $ 487,434 The following table sets forth the components of interest expense recognized on the 2033 Notes for the three and six months ended June 30, 2026: Amount (in thousands) Contractual interest expense $ 514 Amortization of issuance costs 366 Total interest expense recognized $ 880 As of June 30, 2026 , the unamortized issuance costs for the 2033 Notes were approximately $ 12.6 million and will be amortized over the remaining contractual life of approximately 6.8 years. The estimated fair value of our 2033 Notes was $ 625.7 million as of June 30, 2026. This estimate was determined based on prices observed in market trading and differs from its respective carrying values reported in the condensed consolidated balance sheets. The market for trading the 2033 Notes is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs of the fair value hierarchy. 16 The following table sets forth future minimum payments under the 2033 Notes (in thousands): 2026 (remaining six months) $ 1,250 2027 2,500 2028 2,500 2029 2,500 2030 2,500 Thereafter 506,250 Future minimum payments $ 517,500 Less: Interest ( 17,500 ) 2033 Notes, principal amount $ 500,000 Less: Unamortized issuance costs ( 12,566 ) Net carrying amount $ 487,434 11. Warrant liability On November 9, 2023 (the Closing Date), the Company completed the acquisition of EQRx (the EQRx Acquisition). 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 Warrants expire in December 2026 . The Public Warrants and Private Warrants met liability classification requirements because the Warrants 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. 12. Common stock As of June 30, 2026 and December 31, 2025 , 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 June 30, 2026 , no dividends had been declared. The Company has reserved shares of common stock for future issuance as follows: June 30, December 31, 2026 2025 Outstanding options to purchase common stock 18,361,684 17,997,616 Unvested restricted stock units of common stock 5,078,440 3,892,030 Available for future issuance under the 2020 Incentive Award Plan 7,147,735 1,395,277 Available for issuance under the 2020 Employee Stock Purchase Plan 7,125,587 5,363,603 Total 37,713,446 28,648,526 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 17 common stock subject to awards granted under the 2014 Plan that are forfeited or lapse unexercised and that were not issued under the 2014 Plan are available for issuance under the 2020 Plan. 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. For the three and six months ended June 30, 2026 , there were 208,030 shares of common stock purchased under the ESPP. As of June 30, 2026, a total of 7,125,587 shares of common stock were available for future issuance under the ESPP. As of June 30, 2026 , there was $ 13.7 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, 2025 17,997,616 $ 30.45 7.28 $ 885,485 Options granted 2,293,328 105.54 Options exercised ( 1,783,399 ) 23.03 Options cancelled and forfeited ( 145,861 ) 46.51 Balance, June 30, 2026 18,361,684 $ 40.42 7.27 $ 2,696,546 Options vested and exercisable as of June 30, 2026 9,741,603 $ 25.62 6.01 $ 1,574,800 As of June 30, 2026 , there was $ 277.2 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.96 years. Restricted stock units Activity under the 2020 Plan with respect to the Company’s restricted stock units (RSUs) during the six months ended June 30, 2026 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, 2025 3,892,052 $ 39.16 1.50 $ 310,002 RSUs granted 2,053,995 108.68 RSUs vested ( 763,757 ) 33.61 RSUs forfeited ( 103,850 ) 53.66 Balance, June 30, 2026 5,078,440 $ 67.82 1.58 $ 951,090 Expected to vest as of June 30, 2026 5,078,440 $ 67.82 1.58 $ 951,090 18 The number of RSUs vested includes shares of common stock that the Company withheld to satisfy the minimum statutory tax withholding requirements. As of June 30, 2026 , there was $ 304.3 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 3.29 years. Stock-based compensation expense Total stock-based compensation expense related to stock options, RSUs and the ESPP by function was as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands) (in thousands) Research and development $ 39,311 $ 19,126 $ 83,949 $ 35,505 General and administrative 27,689 9,704 70,350 18,409 Total $ 67,000 $ 28,830 $ 154,299 $ 53,914 Retirement-related modification of equity awards During the three months ended March 31, 2026, the Company modified its equity compensation program to introduce retirement benefit provisions, which allow certain awards to continue vesting after retirement and extends the post-retirement exercise period for stock options, subject to specified age and service requirements. The Company accounted for these changes as Type I (probable-to-probable) modifications under ASC 718. The modification resulted in incremental stock-based compensation expense of approximately $ 44.6 million recognized during the three months ended March 31, 2026. This amount includes $ 12.5 million of incremental expense associated with the modification of the awards, and $ 32.1 million related to the accelerated recognition of previously unrecognized stock-based compensation expense . 14. 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: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (in thousands, except share and per share data) (in thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 644,371 ) $ ( 247,787 ) $ ( 1,098,187 ) $ ( 461,203 ) Denominator: Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted 210,893,604 188,583,288 204,531,173 188,365,805 Net loss per share attributable to common stockholders, basic and diluted $ ( 3.06 ) $ ( 1.31 ) $ ( 5.37 ) $ ( 2.45 ) 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 June 30, 2026 2025 Options to purchase common stock 18,361,684 17,272,317 Unvested restricted stock units of common stock 5,078,440 3,808,980 Expected shares to be purchased under ESPP 85,820 694,578 Common stock issuable under convertible senior notes 2,515,100 — Warrants outstanding 2,191,500 2,194,340 Total 28,232,544 23,970,215 19 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described or implied by the forward-looking statements contained in the following discussion and analysis. Overview We are a late-stage clinical oncology company developing novel targeted therapies for patients with RAS-addicted cancers. We possess sophisticated structure-based drug discovery capabilities built upon deep chemical biology and cancer pharmacology know-how and innovative, proprietary technologies that enable the creation of small molecules tailored to unconventional binding sites. Guided by our understanding of genetic drivers and adaptive resistance mechanisms in cancer, we deploy precision medicine approaches to inform innovative monotherapy and combination regimens. Our research and development pipeline comprises inhibitors that bind directly to RAS variants (RAS(ON) Inhibitors) that are designed to be used as monotherapy, in combination with other RAS(ON) Inhibitors and/or other therapeutic agents. RAS(ON) Inhibitors We are advancing a deep pipeline of RAS(ON) Inhibitors, including daraxonrasib (RMC-6236), our multi-selective inhibitor, zoldonrasib (RMC-9805), our G12D-selective inhibitor, elironrasib (RMC-6291), our G12C-selective inhibitor, and RMC-5127, our G12V-selective inhibitor. We also have other preclinical-stage RAS(ON) Inhibitor clinical development opportunities, including the RAS(ON) mutant-selective inhibitors RMC-0708 (Q61H) and RMC-8839 (G13C) and additional novel targeted approaches for patients with RAS-addicted cancers. Daraxonrasib Daraxonrasib, our RAS(ON) multi-selective inhibitor, is designed as an oral, tri-complex inhibitor of multiple RAS(ON) variants containing cancer driver mutations at all three of the major RAS mutation hotspot positions, G12, G13, and Q61. Daraxonrasib inhibits all three major RAS isoforms, suppressing the mutant cancer driver and cooperating wild-type RAS proteins. Daraxonrasib has been granted a non-transferable voucher for daraxonrasib in pancreatic adenocarcinoma (PDAC) under the Commissioner’s National Priority Voucher (CNPV) pilot program, Orphan Drug Designation (ODD) by the FDA and European Medicines Agency (EMA) for the treatment of pancreatic cancer, and Breakthrough Therapy Designation from the FDA for patients with previously treated metastatic PDAC with KRAS G12 mutations and patients with NSCLC with KRAS mutations other than G12C who have received prior platinum-based chemotherapy and anti-PD-(L)1 therapy. Zoldonrasib Zoldonrasib is designed as an oral RAS(ON) G12D-selective tri-complex inhibitor. It is designed to exhibit low nanomolar potency for suppressing RAS pathway signaling and growth of RAS G12D-bearing cancer cells and is engineered to covalently inactivate RAS G12D irreversibly. Zoldonrasib has received Breakthrough Therapy Designation from the FDA for the treatment of adult patients with KRAS G12D-mutated locally advanced or metastatic NSCLC who have been previously treated with anti-PD-1/PD-L1 therapy and platinum-based chemotherapy. Elironrasib Elironrasib is designed as an oral RAS(ON) G12C-selective tri-complex inhibitor. It is designed to exhibit subnanomolar potency for suppressing RAS pathway signaling and growth of RAS G12C-bearing cancer cells and is engineered to be highly selective for RAS G12C over wild-type RAS and other cellular targets. Elironrasib is designed to be differentiated from first-generation KRAS(OFF) G12C inhibitors, which sequester the KRAS(OFF) G12C form, by its mechanism of directly inhibiting the RAS(ON) G12C form. Elironrasib has received Breakthrough Therapy Designation from the FDA for the treatment of adult patients with KRAS G12C-mutated locally advanced or metastatic NSCLC who have received prior chemotherapy and immunotherapy but have not been previously treated with a KRAS G12C inhibitor . RMC-5127 RMC-5127 is designed as an oral RAS(ON) G12V-selective tri-complex inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of RAS G12V-bearing cancer cells and is engineered for selective inhibition of RAS G12V over other RAS isoforms via non-covalent binding interactions. A first-in-human dose escalation clinical trial of RMC-5127 is 20 ongoing. We currently expect to identify a recommended Phase 2 dose for RMC-5127 during the second half of 2026 and to share initial clinical data in 2027. New Class of RAS(ON) Inhibitors We have designed a new class of tri-complex RAS(ON) Inhibitors in order to overcome RAS-driven drug resistance and thereby extend the clinical benefit of RAS(ON) Inhibitors. We currently expect to initiate a first-in-human clinical trial from this class of RAS(ON) Inhibitors in the fourth quarter of 2026. Other Development Opportunities RMC-0708 RMC-0708 is designed as an oral RAS(ON) Q61H-selective tri-complex inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of RAS Q61H-bearing cancer cells and is engineered for selective inhibition of RAS Q61H over other RAS isoforms via non-covalent binding interactions. Clinical development of RMC-0708 is subject to our continuing assessment of portfolio priorities. RMC-8839 RMC-8839 is designed as an oral RAS(ON) G13C-selective tri-complex inhibitor. It is designed to exhibit picomolar potency for suppressing RAS pathway signaling and growth of KRAS G13C-bearing cancer cells and is engineered to covalently inactivate KRAS G13C for irreversible inhibition. Clinical development of RMC-8839 is subject to our continuing assessment of portfolio priorities. Clinical Development RAS Mutant Epidemiology in the United States Variants in RAS proteins are among the most common oncogenic drivers of cancer. Based on tumor mutation frequencies from Foundation Medicine data, scaled to estimated patient numbers using cancer incidence from the American Cancer Society Cancer Facts and Figures, there are an estimated more than 190,000 new RAS mutant cancer diagnoses each year in the U.S. These include approximately 60,000 patients with NSCLC, representing approximately 30% of NSCLC diagnoses, approximately 75,000 patients with colorectal cancer (CRC), representing approximately 50% of CRC diagnoses, and approximately 56,000 patients with PDAC, representing more than 90% of PDAC diagnoses. Pancreatic Cancer Pancreatic cancer is one of the most common and difficult-to-treat cancers and patients have historically had limited treatment options. Because of this unmet need and the prevalence of RAS as a driver of PDAC, we believe that pancreatic cancer represents a particularly compelling opportunity for RAS-targeted therapies. In May 2026, we presented results from our randomized Phase 3 registration study RASolute 302 comparing daraxonrasib against chemotherapy in patients with second line (2L) PDAC. In this study, daraxonrasib taken orally once daily demonstrated statistically significant and clinically meaningful improvements in progression-free survival (PFS) and overall survival (OS) compared to standard of care cytotoxic chemotherapy delivered intravenously. In the overall (intent-to-treat) study population, daraxonrasib demonstrated a median OS of 13.2 months versus 6.7 months for chemotherapy, with a hazard ratio of 0.40 (p < 0.0001). Daraxonrasib was generally well tolerated, with a manageable safety profile and with no new safety signals. Based on the results from this first interim analysis, all PFS and OS endpoint results are considered final. The FDA has accepted for review our New Drug Application (NDA) for daraxonrasib for previously treated metastatic pancreatic cancer and the EMA initiated a phased review of daraxonrasib under its Cancer Medicines Pathfinder project. 21 Based on encouraging early-stage clinical results, we are evaluating daraxonrasib and zoldonrasib in the following global, randomized Phase 3 registrational studies in PDAC: • RASolute 303: comparing daraxonrasib with and without chemotherapy against chemotherapy in patients with first-line (1L) metastatic PDAC; • RASolute 304: evaluating daraxonrasib as an adjuvant therapy in patients with resectable PDAC who have received surgery and chemotherapy; • RASolute 305: evaluating zoldonrasib in combination with the investigator’s choice of chemotherapies in patients with 1L metastatic PDAC in a placebo-controlled study; and • RASolute 309: comparing daraxonrasib with zoldonrasib against chemotherapy in 1L patients with RAS G12D PDAC. In April 2026, we presented updated Phase 1 clinical data for daraxonrasib in patients with 1L PDAC across monotherapy and combination cohorts at the American Association for Cancer Research (AACR) Annual Meeting. In July 2026 at the European Society for Medical Oncology’s Gastrointestinal Cancers Congress, we presented data for (i) zoldonrasib in combination with chemotherapy in patients with 1L RAS G12D PDAC; and (ii) zoldonrasib in combination with daraxonrasib in patients with previously treated RAS G12D PDAC. We believe these data showed that zoldonrasib in combination with chemotherapy and zoldonrasib in combination with daraxonrasib were generally well tolerated and demonstrated encouraging antitumor activity that supported our initiation of RASolute 305 and RASolute 309, respectively. Non-Small Cell Lung Cancer NSCLC is another major cancer type in which RAS mutations are common. While advances in immunotherapy and chemotherapy have improved outcomes for some individuals, many patients with RAS mutant NSCLC continue to experience disease progression, highlighting the need for new targeted approaches. Importantly, RAS mutations in NSCLC extend beyond a single subtype, leaving a significant portion of patients without broadly effective targeted treatment options. Based on encouraging early-stage clinical results, we are evaluating daraxonrasib and zoldonrasib in the following global, randomized Phase 3 registrational studies in NSCLC: • RASolve 301: comparing daraxonrasib against docetaxel in patients with locally advanced or metastatic RAS mutant NSCLC who have been treated with immunotherapy and platinum-containing chemotherapy. We currently expect to complete enrollment in RASolve 301 in 2026, to enable an expected clinical readout in 2027; and • RASolve 308: evaluating zoldonrasib in combination with standard of care in patients with 1L metastatic RAS G12D NSCLC in a placebo-controlled study. Based on our evaluation of the treatment landscape for NSCLC, we are prioritizing a mutant-selective approach for development in 1L NSCLC; we expect to initiate RASolve 307, a global, randomized Phase 3 registrational trial evaluating elironrasib in combination with standard of care in 1L RAS G12C NSCLC in the fourth quarter of 2026 and plan to continue evaluating daraxonrasib in NSCLC in combination with bispecific antibodies targeting both the PD-1/PD-L1 and VEGF axes. In August 2026, we reported initial Phase 1 clinical data for (i) zoldonrasib in combination with pembrolizumab and chemotherapy in patients with 1L RAS G12D NSCLC and (ii) elironrasib in combination with pembrolizumab and chemotherapy in patients with 1L RAS G12C NSCLC. We believe these data showed that zoldonrasib and elironrasib were generally well tolerated and demonstrated encouraging antitumor activity that support our initiation of RASolve 308 and planned initiation of RASolve 307, respectively. In April 2026, we presented updated Phase 1 clinical data for zoldonrasib in patients with previously treated RAS G12D NSCLC at the AACR Annual Meeting. Colorectal Cancer Colorectal cancers are genetically complex and heterogeneous, and patients with RAS mutant disease typically have limited targeted treatment options, particularly after progression on standard therapies. As a result, outcomes remain poor for many patients, underscoring the need for new therapeutic approaches that more effectively address the underlying drivers of the disease. To address this need, we are pursuing a combination-focused strategy designed to maximize clinical impact in this challenging setting. We believe that our early clinical experience supports continued exploration of these strategies. As data mature, we plan to prioritize 22 registrational opportunities with the goal of improving outcomes and expanding treatment options for patients with RAS mutant colorectal cancer. We currently expect to provide updated combination data in CRC in the fourth quarter of 2026. Collaborations Synnovation Collaboration In April 2026, we entered into a clinical collaboration with Synnovation Therapeutics, Inc. (Synnovation) pursuant to which Synnovation plans to evaluate its compound SNV1521, a PARP1-selective inhibitor, in combination with daraxonrasib in patients with PDAC as part of a Synnovation-sponsored trial. Bristol-Myers Squibb Collaboration In February 2026, we entered into a clinical collaboration with Bristol-Myers Squibb (BMS) pursuant to which BMS plans to evaluate its compound navlimetostat, an MTA-cooperative PRMT5 inhibitor, in combination with daraxonrasib in patients with PDAC as part of a BMS-sponsored trial. Summit Collaboration In June 2025, we entered into a clinical collaboration with Summit Therapeutics, Inc. (Summit) pursuant to which we are evaluating, in multiple solid tumor settings, the safety and efficacy of certain of our clinical-stage RAS(ON) Inhibitors, including daraxonrasib, elironrasib and zoldonrasib, in combination with Summit’s ivonescimab, a PD-1/VEGF bispecific antibody, in the APEX-103 clinical trial. Iambic Collaboration In May 2025, we entered into a collaboration with Iambic Therapeutics, Inc. (Iambic) pursuant to which Iambic uses its artificial intelligence capabilities to generate customized models through training with our proprietary data. Our aim in this collaboration is to enhance our lead discovery and optimization processes directed against both current and new drug targets to enable continued development of our pipeline. Tango Collaboration In November 2024, we entered into a clinical collaboration with Tango Therapeutics, Inc. (Tango) pursuant to which Tango is evaluating its compound vopimetostat (TNG462), an MTA-cooperative PRMT5 inhibitor, in combination with daraxonrasib or zoldonrasib in patients with MTAP-deleted, RAS mutant PDAC or NSCLC as part of a Tango-sponsored trial. Break Through Cancer Collaboration In November 2024, we entered into a collaboration with Break Through Cancer. The collaboration is designed to assess biopsy samples taken from patients receiving daraxonrasib in the investigational setting, with the goal of identifying biomarkers that could predict tumor response and how cancer cells adapt to the therapy. We believe this approach has the potential to provide important insights into the complex interplay of tumor biology and daraxonrasib response. Aethon Collaboration In March 2024, we entered into a collaboration agreement with Aethon Therapeutics, Inc. (Aethon) pursuant to which Aethon is conducting research related to use of novel bispecific antibodies to mount an immune attack directed at the cancer cells targeted by our RAS(ON) Inhibitors (the Aethon Collaboration Agreement). Pursuant to the Aethon Collaboration Agreement, we agreed to reimburse Aethon for preclinical activities, and we have an option to conduct any clinical or commercial development that may arise from the collaboration. 23 Financial Operations Overview Research and development expenses We substantially rely on third parties to conduct our preclinical studies, clinical trials and manufacturing. We estimate research and development expenses based on estimates of services performed, and we rely on third party contractors and vendors to provide us with timely and accurate estimates of expenses of services performed to assist us in these estimates. Research and development expenses consist primarily of costs incurred for the development of our product candidates and costs associated with identifying compounds through our discovery platform, which include: • external costs incurred under agreements with third-party contract organizations, investigative clinical trial sites that conduct research and development activities on our behalf and consultants; • costs related to the production of preclinical, clinical and pre-launch inventory, including fees paid to contract manufacturers, which are recorded as research and development expenses prior to initial regulatory approval; • laboratory and vendor expenses related to the execution of discovery programs, preclinical and clinical trials; • employee-related expenses, which include salaries, benefits and stock-based compensation; and • facilities and other expenses, which include allocated expenses for rent and maintenance of facilities, depreciation and amortization expense, information technology and other supplies. We expense all research and development costs in the periods in which they are incurred. Costs for certain development activities are recognized based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors, collaborators and third-party service providers. Nonrefundable advance payments for goods or services to be received in future periods for use in research and development activities are deferred and recorded as prepaid assets. The prepaid amounts are then expensed as the related goods are delivered or as services are performed. We expect our research and development expenses to increase for the foreseeable future as we continue to invest in discovering and developing product candidates and advancing product candidates into later stages of development, which may include conducting larger clinical trials. The process of conducting the necessary research and development and clinical trials to seek regulatory approval for product candidates is costly and time-consuming, and the successful development of our product candidates is highly uncertain. As a result, we are unable to determine the duration and completion costs of our research and development projects or clinical trials or if and to what extent we will generate revenue from the commercialization and sale of any of our product candidates, if approved. General and administrative expenses General and administrative expenses consist primarily of personnel-related costs, consultants and professional services expenses, including legal, audit, accounting and human resources services, insurance, commercial preparation activities, allocated facilities and information technology costs, and other general operating expenses not otherwise classified as research and development expenses. Personnel-related costs consist of salaries, benefits and stock-based compensation. Facilities costs consist of rent, utilities and maintenance of facilities. We expect our general and administrative expenses to increase for the foreseeable future due to anticipated increases in operating and commercial preparation activities, which may result in increases in personnel-related costs associated with increased headcount, other administrative and professional services, and related overhead needed to support these efforts. Interest income Interest income primarily consists of interest earned on and accretion of our cash equivalents and marketable securities. Interest expense Interest expense consists of non-cash interest expense associated with the sale of future royalties and interest expense associated with the convertible senior notes. Change in fair value of warrant liability Change in fair value of warrant liability consists of the change in fair value of warrants assumed as part of the EQRx, Inc. acquisition. 24 Results of operations Comparison of the three and six months ended June 30, 2026 and 2025 Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Increase/ (decrease) 2026 2025 Increase/ (decrease) (in thousands) (in thousands) Operating expenses: Research and development $ 394,919 $ 224,134 $ 170,785 $ 738,889 $ 429,883 $ 309,006 General and administrative 110,213 40,580 69,633 211,465 75,591 135,874 Total operating expenses 505,132 264,714 240,418 950,354 505,474 444,880 Loss from operations (505,132 ) (264,714 ) (240,418 ) (950,354 ) (505,474 ) (444,880 ) Non-operating income (expense), net: Interest income 35,579 22,404 13,175 55,087 47,319 7,768 Interest expense (23,781 ) (867 ) (22,914 ) (35,978 ) (867 ) (35,111 ) Change in fair value of warrant liability (151,031 ) (4,578 ) (146,453 ) (166,819 ) (2,139 ) (164,680 ) Other expense, net (6 ) (32 ) 26 (123 ) (42 ) (81 ) Total non-operating income (expense), net (139,239 ) 16,927 (156,166 ) (147,833 ) 44,271 (192,104 ) Loss before income taxes (644,371 ) (247,787 ) (396,584 ) (1,098,187 ) (461,203 ) (636,984 ) Net loss $ (644,371 ) $ (247,787 ) $ (396,584 ) $ (1,098,187 ) $ (461,203 ) $ (636,984 ) Research and development expenses Our research and development efforts during the three and six months ended June 30, 2026 and 2025 were focused on our clinical development programs and our preclinical programs. The following table sets forth the components of our research and development expenses for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Increase/ (decrease) 2026 2025 Increase/ (decrease) (in thousands) Third-party research and development expenses: Clinical Development Programs: Daraxonrasib (RMC-6236) $ 113,747 $ 76,907 $ 36,840 $ 227,761 $ 144,382 $ 83,379 Zoldonrasib (RMC-9805) 63,950 23,515 40,435 117,857 47,983 69,874 Elironrasib (RMC-6291) 12,222 18,192 (5,970 ) 27,218 37,208 (9,990 ) RMC-5127 8,896 2,332 6,564 12,310 3,825 8,485 RAS companion inhibitors 151 67 84 199 498 (299 ) Preclinical programs 33,976 23,125 10,851 56,093 42,985 13,108 Total third-party research and development expenses 232,942 144,138 88,804 441,438 276,881 164,557 Salaries and other employee-related expenses 78,627 41,170 37,457 140,159 78,364 61,795 Stock-based compensation expense 39,311 19,126 20,185 83,949 35,505 48,444 Amortization of intangible assets — 267 (267 ) — 534 (534 ) Other research and development costs 44,039 19,433 24,606 73,343 38,599 34,744 Total research and development expense $ 394,919 $ 224,134 $ 170,785 $ 738,889 $ 429,883 $ 309,006 Research and development expenses increased by $170.8 million, or 76%, during the three months ended June 30, 2026 compared to the same period in 2025. The increase was primarily due to higher clinical trial and manufacturing expenses, including costs related to pre-launch materials that were recorded as research and development expense prior to initial regulatory approval, with a $40.4 million increase related to zoldonrasib expenses and a $36.8 million increase related to daraxonrasib expenses; a $37.5 million increase in salaries and other employee-related expenses due to increased headcount to support our research and development programs; a $24.6 million increase in other research and development expenses resulting from higher medical affairs expenses and higher rent, utilities, and information technology expenses associated with increased headcount; a $20.2 million increase in stock-based compensation 25 expense related to increased headcount and introducing retirement benefit provisions in our equity compensation program in 2026; and a $10.9 million increase in preclinical research portfolio expenses. Research and development expenses increased by $309.0 million, or 72%, during the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily due to higher clinical trial and manufacturing expenses, including costs related to pre-launch materials that were recorded as research and development expense prior to initial regulatory approval, with a $83.4 million increase related to daraxonrasib expenses and a $69.9 million increase related to zoldonrasib expenses; a $61.8 million increase in salaries and other employee-related expenses due to increased headcount to support our research and development programs; a $48.4 million increase in stock-based compensation expense related to increased headcount and introducing retirement benefit provisions in our equity compensation program in 2026; a $34.7 million increase in other research and development expenses resulting from higher medical affairs expenses and higher rent, utilities, and information technology expenses associated with increased headcount; and a $13.1 million increase in preclinical research portfolio expenses. General and administrative expenses General and administrative expenses increased by $69.6 million, or 172%, during the three months ended June 30, 2026 compared to the same period in 2025. The increase was primarily due to a $36.0 million increase in salaries and other employee-related expenses due to increased headcount; a $18.0 million increase in stock-based compensation expense related to increased headcount and introducing retirement benefit provisions in our equity compensation program in 2026; a $9.9 million increase in legal fees and other administrative expenses; and a $6.1 million increase in commercial preparation expenses. General and administrative expenses increased by $135.9 million, or 180%, during the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily due to a $51.9 million increase in stock-based compensation expense related to increased headcount and introducing retirement benefit provisions in our equity compensation program in 2026; a $51.5 million increase in salaries and other employee-related expenses due to increased headcount; a $13.1 million increase in commercial preparation expenses; and a $16.7 million increase in legal fees and other administrative expenses. Interest income Interest income increased by $13.2 million and $7.8 million during the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily due to a higher average balance of cash, cash equivalents and marketable securities. Interest expense Interest expense increased by $22.9 million and $35.1 million during the three and six months ended June 30, 2026 compared to the same periods in 2025, due to non-cash interest expense associated with the Royalty Purchase Agreement, which was entered into in June 2025, and interest expense associated with convertible senior notes issued in April 2026. Change in fair value of warrant liability The fair value of our warrant liability increased by $151.0 million and $166.8 million during the three and six months ended June 30, 2026 respectively, as a result of an increase in our share price in 2026. Liquidity and Capital Resources In August 2024, we entered into a sales agreement with TD Securities (USA) LLC (TD Cowen), to sell shares of our common stock, from time to time, with aggregate gross proceeds of up to $500 million, through an at-the-market equity offering program (the 2024 ATM). During the year ended December 31, 2025, we sold an aggregate of 6,163,501 shares of common stock under the 2024 ATM, resulting in gross proceeds of $353.4 million. In January and February 2026, we sold an aggregate of 880,098 shares of common stock under the 2024 ATM, resulting in net proceeds of $84.8 million. In February 2026, we terminated the 2024 ATM and 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 (the 2026 ATM) under which TD Cowen agreed to act as our sales agent. During the six months ended June 30, 2026, we sold an aggregate of 1,455,299 shares of common stock under the 2026 ATM, resulting in gross proceeds of $144.1 million, with net proceeds of $141.9 million after deducting commissions and expenses. In June 2025, we entered into a revenue participation right purchase and sale agreement (the Royalty Purchase Agreement) with Royalty Pharma Investments 2019 ICAV (Royalty Pharma). Pursuant to the Royalty Purchase Agreement, in exchange for an upfront payment of $250.0 million, Royalty Pharma purchased from us the right to receive royalty payments with respect to worldwide net product sales in a calendar year (Annual Net Sales) of (a) RMC-6236 Products and (b) 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. In May 2026, we received a $250.0 million payment from Royalty Pharma in connection with the Tranche 2 funding trigger under the Royalty Purchase 26 Agreement. In addition, under the Royalty Purchase Agreement, Royalty Pharma has agreed to purchase up to an additional $750.0 million in synthetic royalty funding divided into three additional tranches of up to $250.0 million. Each of these tranches is subject to the satisfaction of certain triggers, and is available at our sole election, provided the relevant trigger events have occurred. For additional information regarding the Royalty Purchase Agreement (including information regarding the trigger events related to particular tranches and the applicable tiered revenue payments), see “Note 8. Liability related to the sale of future royalties” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. In June 2025, we entered into a loan agreement (the Loan Agreement) with Wilmington Trust, National Association as administrative agent and Royalty Pharma Development Funding, LLC, as a lender. The Loan Agreement provides for a term loan facility of up to $750.0 million (the Term Loan Facility), consisting of three tranches, one of which must be drawn and the other two of which may be drawn at our option during certain commitment periods, in each case subject to the satisfaction or waiver of certain terms and conditions. For additional information regarding the Term Loan Facility (including information regarding the terms and conditions related to the three tranches of funding), see “Note 9. Term loan facility” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. In April 2026, we completed concurrent public offerings consisting of (i) 12,147,887 shares of its common stock at a public offering price of $142.00 per share and (ii) $500.0 million aggregate principal amount of 0.50% convertible senior notes due 2033 (the 2033 Notes). The offerings included the full exercise of the underwriters’ option to purchase additional shares of common stock. We received gross proceeds of approximately $1,725.0 million from the sale of common stock and approximately $500.0 million from the issuance of the 2033 Notes. Net proceeds were approximately $1,651.4 million from the equity offering and approximately $487.1 million from the issuance of the 2033 Notes, after deducting underwriting discounts, commissions and estimated offering expenses. The 2033 Notes are senior, unsecured obligations of the Company and bear interest at a rate of 0.50% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2026. The 2033 Notes will mature on May 1, 2033, unless earlier converted, redeemed, or repurchased. The initial conversion rate is 5.0302 shares of common stock per $1,000 principal amount of 2033 Notes, which represents an initial conversion price of approximately $198.80 per share, subject to customary adjustments. For additional information regarding the 2033 Notes, see “Note 10. Convertible senior notes” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. To date, our operations have been financed primarily by the sale of our securities, our acquisition of EQRx in 2023, the sale of future royalties and the issuance of convertible senior notes. As of June 30, 2026, we had $3.9 billion in cash, cash equivalents and marketable securities. As of June 30, 2026, we had an accumulated deficit of $4.0 billion. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our product candidates and our preclinical research portfolio, and to a lesser extent, general and administrative and commercial preparation expenditures. We expect our expenses to continue to increase in connection with our ongoing activities, particularly as we continue to advance our product candidates into later stages of development, which includes conducting larger clinical trials, and increasing our efforts to prepare to become a commercial-stage company. We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our planned operations for at least 12 months following the date of this Quarterly Report on Form 10-Q. The timing and amount of our future funding requirements depends on many factors, including: • the scope, progress, results and costs of researching and developing our product candidates and programs, and of conducting preclinical studies and clinical trials; • the cost of manufacturing our current and future product candidates for clinical trials in preparation for marketing approval and in preparation for commercialization; • the timing of, and the costs involved in, obtaining marketing approvals for our product candidates if clinical trials are successful; • the cost of commercialization activities for our product candidates, whether alone or in collaboration, including marketing, sales and distribution costs if any product candidate is approved for sale; • our ability to establish and maintain strategic licenses or other arrangements and the financial terms of such agreements; 27 • the costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; • the timing, receipt and amount of sales of, profit share or royalties on, our product candidates, if approved; • the emergence of competing cancer therapies or other adverse market developments; and • any plans to acquire or in-license other programs or technologies. We will require additional funds for our development efforts for our current and future programs and to prepare for their potential commercialization. Other than the Royalty Purchase Agreement and the Term Loan Facility (which provide for additional funding subject to certain terms and conditions and trigger events), we do not have any committed external source of funds or other support for these activities, and we may need to finance our cash needs through additional funding under the Royalty Purchase Agreement, the Term Loan Facility and/or a combination of public or private equity offerings, debt financings, other credit or loan facilities, acquisitions, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. If we need to raise additional capital to fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to (i) delay, limit, reduce the scope of or terminate one or more of our preclinical studies, clinical trials, or other research and development activities or eliminate one or more of our development programs altogether; or (ii) delay, limit, reduce the scope of or terminate our efforts to establish manufacturing and sales and marketing capabilities or other activities that may be necessary to commercialize any future approved products, or reduce our flexibility in developing or maintaining our sales and marketing strategy. Cash Flows The following table summarizes our consolidated cash flows for the periods indicated: Six Months Ended June 30, 2026 2025 (in thousands) Net cash provided by (used in): Operating activities $ (741,484 ) $ (416,192 ) Investing activities (1,486,055 ) 18,327 Financing activities 2,659,229 257,457 Net change in cash and cash equivalents and restricted cash $ 431,690 $ (140,408 ) Cash used in operating activities During the six months ended June 30, 2026, cash used in operating activities of $741.5 million was primarily attributable to a net loss of $1,098.2 million, offset by a net change of $1.9 million in our operating assets and liabilities and $358.6 million in non-cash charges. The non-cash charges primarily consisted of a $166.8 million change in fair value of warrant liability, stock-based compensation expense of $154.3 million, non-cash interest expense on the liability related to the sale of future royalties of $35.1 million, depreciation and amortization of $4.8 million, amortization of operating lease right-of-use asset of $4.2 million offset by net amortization of premium on marketable securities of $7.6 million. During the six months ended June 30, 2025, cash used in operating activities of $416.2 million was attributable to a net loss of $461.2 million and a net change of $1.9 million in our operating assets and liabilities and $46.9 million in non-cash charges. The non-cash charges primarily consisted of stock-based compensation expense of $53.9 million, depreciation and amortization of $4.0 million, amortization of operating lease right-of-use asset of $3.5 million, a $2.1 million change in fair value of warrant liability and a $0.9 million non-cash interest expense on liability related to sale of future royalties, offset by net amortization of premium on marketable securities of $17.6 million. Cash provided by (used in) investing activities During the six months ended June 30, 2026, cash used in investing activities of $1.5 billion was comprised of purchases of marketable securities of $2.2 billion and purchases of property and equipment of $3.8 million offset by maturities of marketable securities of $765.9 million. During the six months ended June 30, 2025, cash provided by investing activities of $18.3 million was comprised of maturities of marketable securities of $1.1 billion and sale of marketable securities of $6.4 million partially offset by purchases of marketable securities of $1.0 billion and purchases of property and equipment of $10.7 million. 28 Cash provided by financing activities During the six months ended June 30, 2026, cash provided by financing activities was comprised primarily of $1.7 billion in net proceeds from the issuance of common stock under the April 2026 follow-on offering, $487.1 million in net proceeds from the issuance of convertible senior notes, $245.0 million in net proceeds from the sale of future royalties following receipt of Tranche 2 funding under the Royalty Purchase Agreement, $226.7 million in net proceeds under the ATM Programs, $41.1 million in proceeds from the issuance of common stock upon the exercise of stock options and $8.5 million in proceeds from the issuance of common stock related to our 2020 Employee Stock Purchase Plan (the ESPP). During the six months ended June 30, 2025, cash provided by financing activities was comprised primarily of $250.0 million in proceeds from the sale of future royalties, $4.6 million in proceeds from the issuance of common stock related to the ESPP and $2.8 million in proceeds from the issuance of common stock upon the exercise of stock options. Contractual Obligations and Commitments We have contractual obligations related to our office and laboratory space lease in Redwood City, California, described in “Note 7. Commitments and contingencies” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. We enter 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 us upon 30 to 90 days’ prior written notice. In June 2025, we entered into the Royalty Purchase Agreement with Royalty Pharma. Pursuant to the Royalty Purchase Agreement, Royalty Pharma purchased from us the right to receive tiered royalty payments on worldwide net product sales of daraxonrasib (together with certain potential future products having the same mechanism of action as daraxonrasib, the RMC-6236 Products) and zoldonrasib (together with certain potential future products having the same mechanism of action as zoldonrasib, the RMC-9805 Products), if zoldonrasib is approved for the same indication or subset of the same indication for which daraxonrasib is approved. For additional information regarding the Royalty Purchase Agreement, see “Note 8. Liability related to the sale of future royalties” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. On April 17, 2026, we issued $500.0 million aggregate principal amount of 0.50% convertible senior notes due 2033, which mature on May 1, 2033 unless earlier converted, redeemed, or repurchased. For additional information regarding the 2033 Notes, see “Note 10. Convertible senior notes” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. Indemnification Agreements We enter into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless and agree 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 we could be required to make under these arrangements is not determinable. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these agreements is minimal. Critical Accounting Policies, Significant Judgments and Use of Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 29 For a discussion of our critical accounting estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K. There have been no material changes to these critical accounting estimates since the 2025 Form 10-K. Recent Accounting Pronouncements For a description of the expected impact of recent accounting pronouncements, see “Note 2. Summary of significant accounting policies” in the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q. Item 3. Quantitative and Qualitati ve Disclosures About Market Risk. Interest rate risk We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate sensitivities. The primary objective of our investment activities is to preserve capital to fund our operations. We also seek to maximize income from our investments without assuming significant risk. To achieve our objectives, we maintain a portfolio of investments in a variety of securities of high credit quality and short-term duration, invested in compliance with our policy. We held cash, cash equivalents and marketable securities of $3.9 billion and $2.0 billion as of June 30, 2026 and December 31, 2025, respectively, which consisted of bank deposits, money market funds, U.S. government debt securities, U.S. government agency bonds, commercial paper and corporate bonds. Such interest-earning instruments carry a degree of interest rate risk; however, historical fluctuations in interest income have not been significant for us. Due to the short-term maturities of our cash equivalents and marketable securities, an immediate hypothetical 100 basis point increase or decrease in interest rates would not have a material effect on the fair value of our cash equivalents and marketable securities as of June 30, 2026, given their relatively short maturities and weighted-average duration. Foreign currency risk Our expenses are generally denominated in U.S. dollars. However, we have entered into a limited number of contracts with vendors for research and development services with payments denominated in foreign currencies, including the Euro, British Pound and Chinese Yuan. We are subject to foreign currency transaction gains or losses on our contracts denominated in foreign currencies. To date, foreign currency transaction gains and losses have not been material to our consolidated financial statements, and we have not had a formal hedging program with respect to foreign currency. A 10% increase or decrease in current exchange rates would not have a material effect on our financial results. Item 4. Control s and Procedures. Evaluation of disclosure controls and procedures Our management, with the participation of our President, Chief Executive Officer and Director 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 June 30, 2026. Based on the evaluation, our President, Chief Executive Officer and Director and our Chief Financial Officer have concluded that, as of June 30, 2026, our disclosure controls and procedures were, in design and operation, effective to the reasonable assurance level. Changes in internal control over financial reporting There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three and six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 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 there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting. 30 PART II—OTHER INFORMATION Item 1. Legal Proceedings. From time to time, we may become involved in litigation or other legal proceedings. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on our business, financial condition, results of operations and prospects because of defense and settlement costs, diversion of management resources and other factors. Item 1A. Ri sk Factors. Summary of Material Risks Associated with Our Business The principal risks and uncertainties affecting our business include the following: • We are a late-stage clinical oncology company with a limited operating history and no products approved for commercial sale. We have incurred significant losses since our inception. We expect to incur losses for at least the next several years and may never achieve or maintain profitability, which, together with our limited operating history, makes it difficult to assess our future viability. • We have never generated revenue from product sales and may never be profitable. • We will require substantial additional financing to achieve our goals, which may not be available on acceptable terms, or at all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts. • Our business is dependent on the successful development of our current and future product candidates. If we are unable to advance our current or future product candidates through clinical trials, obtain marketing approval and ultimately commercialize any of our product candidates, or we experience significant delays in doing so, our business will be materially harmed. • Preclinical development is uncertain. Our preclinical programs may experience delays or may never advance to clinical trials, which would adversely affect our ability to obtain regulatory approvals or commercialize our product candidates on a timely basis or at all, which would have an adverse effect on our business. • The results of preclinical studies and early-stage clinical trials may not be predictive of future results. • If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise be adversely affected. • We and our collaborators are currently developing, and may in the future develop, our product candidates in combination with other therapies, which exposes us to additional risks. • We face significant competition, and if our competitors develop and market products that are more effective, safer or less expensive than our product candidates, our commercial opportunities will be negatively impacted. • If we and our collaborators are unable to obtain and maintain sufficient patent and other intellectual property protection for our product candidates and technology, our competitors could develop and commercialize products and technology similar or identical to ours, and we may not be able to compete effectively in our market or successfully commercialize any of our current or future product candidates. The summary risk factors described above should be read together with the text of the full risk factors below in the section entitled “Risk Factors” and the other information set forth in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. The risks summarized above or described below are not the only risks that we face. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, competitive position, financial condition, results of operations, cash flows and growth prospects. 31 Risk Factors Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Quarterly Report on Form 10-Q, including our financial statements and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below or other risks we face could materially and adversely affect our business, competitive position, financial condition, results of operations, cash flows and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and the market price of our common stock. Risks related to our limited operating history, financial position and need for additional capital We are a late-stage clinical oncology company with a limited operating history and no products approved for commercial sale. We have incurred significant losses since our inception. We expect to incur losses for at least the next several years and may never achieve or maintain profitability, which, together with our limited operating history, makes it difficult to assess our future viability. Biopharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We are a late-stage clinical oncology company, and we have only a limited operating history upon which you can evaluate our business and prospects. We currently have no products approved for commercial sale, have not generated any revenue from sales of products and have incurred losses in each year since our inception in October 2014. In addition, we have not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biopharmaceutical industry. Since our inception, we have incurred significant net losses. Our net losses were $1.1 billion, $600.1 million and $436.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of June 30, 2026, we had an accumulated deficit of $4.0 billion. We have funded our operations to date with proceeds from the sale of common stock and preferred stock, convertible senior notes, the acquisition of EQRx, and the Royalty Purchase Agreement. To date, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, acquiring and discovering development programs, securing intellectual property rights and conducting discovery, research and development activities for our programs. We have not yet demonstrated our ability to obtain marketing approvals, manufacture a commercial-scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary for successful product commercialization. Our product candidates will require additional development time and resources before we will be able to apply for or receive regulatory approvals and, if approved, begin generating revenue from product sales. We expect to continue to incur significant expenses and operating losses for the foreseeable future. We have never generated revenue from product sales and may never be profitable. We have never generated revenue from product sales and our ability to generate future revenue from product sales and achieve profitability depends heavily on our, and any potential future collaborators’, success in: • completing clinical and preclinical development of product candidates and programs and identifying and developing new product candidates; • seeking and obtaining marketing approvals for our product candidates; • launching and commercializing product candidates for which we obtain marketing approval by establishing a sales force, marketing, medical affairs and distribution infrastructure or, alternatively, collaborating with a commercialization partner; • achieving adequate coverage and reimbursement by third-party payors for our product candidates; • establishing and maintaining supply and manufacturing relationships with third parties that can provide products and services that are adequate in both amount and quality to support clinical development and market demand for our product candidates, if approved; • obtaining market acceptance of our product candidates as viable treatment options, if approved; • addressing any competing technological and market developments; • negotiating favorable terms in any collaboration, licensing or other arrangements into which we may enter and performing our obligations under such collaborations; • maintaining, protecting, enforcing and expanding our portfolio of intellectual property rights, including patents, trademarks, trade secrets and know-how; 32 • defending against third-party interference, infringement or other intellectual property-related claims, if any; and • attracting, hiring and retaining qualified personnel. Even if one or more of our product candidates is approved for commercial sale, we anticipate incurring significant costs associated with commercializing any approved product candidate, including prior to a potential launch of any approved product candidate. Our expenses could increase beyond expectations if we are required by the FDA, the EMA or other regulatory agencies to perform clinical trials or studies in addition to those that we currently anticipate. Even if we are able to generate revenue from the sale of any approved products, we may not become profitable and may need to obtain additional funding to continue operations. We will require substantial additional financing to achieve our goals, which may not be available on acceptable terms, or at all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts. Our operations have consumed substantial amounts of cash since our inception. Since our inception, we have invested a significant portion of our efforts and financial resources in research and development activities for our product candidates. Building out commercial operations and additional clinical trials, preclinical studies and research and development activities will require substantial funds to complete. As of June 30, 2026, we had cash, cash equivalents and marketable securities of $3.9 billion. In April 2026, we completed the Common Stock Offering and the Notes Offering, which together provided us with aggregate net proceeds of $2.1 billion. During the six months ended June 30, 2026, we sold an aggregate of 2,335,397 shares of common stock under the 2024 ATM and 2026 ATM resulting in net proceeds of $226.7 million. Further, additional capital may be available under the 2026 ATM and, subject to our meeting certain terms and conditions, including certain commercial milestones and other trigger events, additional capital may be available under the Loan Agreement and the Royalty Purchase Agreement (see “Notes to Unaudited Condensed Consolidated Financial Statements” contained in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information). We expect to continue to spend substantial amounts to continue the preclinical and clinical development of our current and future programs and to prepare for their potential commercialization. If we are able to gain marketing approval for our product candidates, we will require significant additional amounts of cash in order to launch and commercialize our product candidates, if approved, to the extent that their launch and commercialization are not the responsibility of another collaborator that we may contract with in the future. In addition, other unanticipated costs may arise. Because the design and outcome of our current, planned and potential future clinical trials is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our product candidates. The timing and amount of our future funding requirements depends on many factors, including: • the scope, progress, results and costs of researching and developing our product candidates and programs, and of conducting preclinical studies and clinical trials; • the cost of manufacturing our current and future product candidates for clinical trials in preparation for marketing approval and in preparation for commercialization; • the timing of, and the costs involved in, obtaining marketing approvals for our product candidates if clinical trials are successful; • the cost of commercialization activities for our product candidates, whether alone or in collaboration, including marketing, sales and distribution costs if any product candidate is approved for sale; • our ability to establish and maintain strategic licenses or other arrangements and the financial terms of such agreements; • the costs involved in preparing, filing, prosecuting, maintaining, expanding, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; • the timing, receipt and amount of sales of, profit share or royalties on, our product candidates, if approved; • the emergence of competing cancer therapies or other adverse market developments; and • any plans to acquire or in-license other programs or technologies. We will require substantial additional funds for our development efforts for our current and future programs and to prepare for their potential commercialization. Other than the Royalty Purchase Agreement and the Term Loan Facility (which provide for additional funding subject to certain terms and conditions and trigger events), we do not have any committed external source of funds or other support for these activities, and we may finance our cash needs through additional funding under the Royalty Purchase Agreement, the Term Loan Facility and/or a combination of public or private equity offerings, debt financings, other credit or loan facilities, acquisitions, collaborations, strategic alliances, licensing arrangements and other marketing or distribution arrangements. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient 33 funds for our current or future operating plans. See “Item 2. Management’s Discussion and Analysis—Liquidity and Capital Resources” for additional information. Our ability to raise additional funds will depend on financial, economic and other factors, many of which are beyond our control. If we need to raise additional capital to fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing when needed, we may have to: • delay, limit, reduce the scope of or terminate one or more of our preclinical studies, clinical trials, or other research and development activities or eliminate one or more of our development programs altogether; or • delay, limit, reduce the scope of or terminate our efforts to establish manufacturing and sales and marketing capabilities or other activities that may be necessary to commercialize any future approved products, or reduce our flexibility in developing or maintaining our sales and marketing strategy. Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the 2033 Notes. As of June 30, 2026, we had $500.0 million aggregate principal amount of indebtedness under the 2033 Notes and approximately $548.5 million of liabilities relating to our sale of future royalties pursuant to the Royalty Purchase Agreement. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things: • increasing our vulnerability to adverse economic and industry conditions; • limiting our ability to obtain additional financing; • subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financings; • requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes; • limiting our flexibility to plan for, or react to, changes in our business; • increasing our need to meet minimum net sales requirements when our future sales are uncertain; • potentially diluting the ownership interests of our existing stockholders as a result of any issuance of shares of our common stock upon conversion of the 2033 Notes; and • placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital. Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the 2033 Notes, and our cash needs may increase in the future. In addition, our Loan Agreement contains, and any future indebtedness that we may incur may contain, financial and other restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full. The Royalty Pharma Agreements place restrictions on our operating and financial flexibility. If we fail to comply with certain covenants in the Royalty Pharma Agreements, our financial condition and results of operations may be harmed. In June 2025, we entered into the Royalty Purchase Agreement with Royalty Pharma and the Loan Agreement with an affiliate of Royalty Pharma and Wilmington Trust, National Association, as the administrative agent (collectively, the Royalty Pharma Agreements). The Royalty Pharma Agreements contain various customary covenants that impose on us certain obligations with respect to payment, reporting, intellectual property, certain license agreements, and certain other actions, as well as indemnification 34