UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2021

Revolution Medicines, Inc.

(Exact name of registrant as specified in its charter)

700 Saginaw Drive

Redwood City, California 94063

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (650) 481-6801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2021, the board of directors of Revolution Medicines, Inc. (the “Company”) approved a bonus payment to Mark A. Goldsmith in respect of his performance for the year ended December 31, 2020. Also on March 4, 2021, the compensation committee of the board of directors of the Company approved bonus payments to each of the Company’s named executive officers, other than Mark A. Goldsmith, in respect of performance for the year ended December 31, 2020. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Registration Statement on Form S-1 (File No. 333-252613) (the “Registration Statement”) because the amount of the bonuses had not been determined at the time the Registration Statement was declared effective by the Securities and Exchange Commission (the “SEC”). In accordance with Item 5.02(f) of Form 8-K, the table below updates the “Non-equity incentive plan compensation” and “Total” columns in the Summary Compensation Table for the named executive officers previously set forth in the Registration Statement. No other amounts have changed.

2020 Summary Compensation Table:

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 4, 2021, the board of directors of the Company amended and restated the Company’s amended and restated bylaws (as further amended and restated, the “Amended and Restated Bylaws”) to amend Article XI to provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, to the fullest extent permitted by law (the “Amendment”).

The foregoing description of the Amendment is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.