Revolution Medicines, Inc. Stock Compensation Disclosure
2020 Incentive Award Plan
In February 2020, the Company adopted the 2020 Incentive Award Plan (the 2020 Plan). The 2020 Plan became effective on February 11, 2020. The 2020 Plan provides for a variety of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents, or other stock or cash based awards. Under the 2020 Plan, the Company generally grants stock-based awards with service-based vesting conditions only. Options and restricted stock unit awards granted typically vest over a four-year period, but may be granted with different vesting terms.
Following the effectiveness of the 2020 Plan, the Company ceased making grants under the 2014 Equity Incentive Plan (the 2014 Plan). However, the 2014 Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to awards granted under the 2014 Plan that are forfeited or lapse unexercised and which following the effective date of the 2020 Plan were not issued under the 2014 Plan are available for issuance under the 2020 Plan.
2020 Employee Stock Purchase Plan
In February 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the ESPP). Under the ESPP, employees have the ability to purchase shares of the Company’s common stock through payroll deductions at a discount during a series of offering periods of 24 months, each comprised of four six-month purchase periods. The purchase price will be the lower of 85% of the closing trading price per share of the Company’s common stock on the first day of an offering period in which an employee is enrolled or 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period.
As of December 31, 2025, there have been 271,045 shares of common stock purchased under the ESPP. As of December 31, 2025, a total of 5,363,603 shares of common stock were available for future issuance under the ESPP. As of December 31, 2025, there was $5.3 million of unrecognized compensation cost related to the ESPP.
Stock options
The following summarizes option activity under both the 2020 Plan and the 2014 Plan:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
|
|
|
|
|
|
|
|
(in years) |
|
|
(in thousands) |
|
||||
Balance, December 31, 2024 |
|
|
13,985,538 |
|
|
$ |
24.25 |
|
|
|
7.36 |
|
|
$ |
276,335 |
|
Options granted |
|
|
5,404,236 |
|
|
|
44.20 |
|
|
|
|
|
|
|
||
Options exercised |
|
|
(1,147,005 |
) |
|
|
18.43 |
|
|
|
|
|
|
|
||
Options cancelled and forfeited |
|
|
(245,153 |
) |
|
|
35.97 |
|
|
|
|
|
|
|
||
Balance, December 31, 2025 |
|
|
17,997,616 |
|
|
$ |
30.45 |
|
|
|
7.28 |
|
|
$ |
885,485 |
|
Options vested and exercisable as of December 31, 2025 |
|
|
9,681,440 |
|
|
$ |
23.05 |
|
|
|
6.00 |
|
|
$ |
547,966 |
|
The aggregate intrinsic values of options outstanding, exercisable, vested and expected to vest were calculated as the difference between the exercise price of the options and the estimated fair value of the Company’s common stock by the Board of Directors. The intrinsic value of the options exercised for the years ended December 31, 2025, 2024 and 2023 was $43.4 million, $29.4 million and $10.7 million, respectively.
During the years ended December 31, 2025, 2024 and 2023, the weighted-average grant-date fair value of options granted was $28.94, $22.07 and $17.82 per share, respectively. As of December 31, 2025, there was $208.4 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.72 years.
The fair value of employee and director stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions:
|
|
Year Ended December 31, |
||||
|
|
2025 |
|
2024 |
|
2023 |
Expected term (years) |
|
6 |
|
6 |
|
6 |
Expected volatility |
|
69%-72% |
|
67%-68% |
|
73%-75% |
Risk-free interest rate |
|
3.7%-4.4% |
|
3.6%-4.6% |
|
3.5%-4.7% |
Dividend yield |
|
0% |
|
0% |
|
0% |
The Black-Scholes model assumptions that determine the fair value of stock-based awards include:
Expected term—The expected term is calculated using the simplified method, which is available where there is insufficient historical data about exercise patterns and post-vesting employment termination behavior. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the maximum contractual expiration date is used as the expected term under this method.
Expected volatility—Given the Company does not have sufficient trading history for its common stock, the expected volatility was estimated based on the average volatility of the Company and comparable publicly traded biotechnology companies over a period
equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty.
Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.
Expected dividend—The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero.
Restricted stock units
Restricted stock units (RSUs) have been granted to employees and directors. The fair value of an RSU award is based on the Company’s stock price on the date of grant. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock. The Company has granted RSUs pursuant to the 2020 plan.
Activity under the 2020 Plan with respect to the Company’s RSUs during the year ended December 31, 2025 was as follows:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate intrinsic value |
|
||||
|
|
|
|
|
|
|
|
(in years) |
|
|
(in thousands) |
|
||||
Balance, December 31, 2024 |
|
|
2,850,112 |
|
|
$ |
30.87 |
|
|
|
1.49 |
|
|
$ |
124,664 |
|
RSUs granted |
|
|
2,550,277 |
|
|
|
43.82 |
|
|
|
|
|
|
|
||
RSUs vested |
|
|
(1,349,291 |
) |
|
|
31.00 |
|
|
|
|
|
|
|
||
RSUs forfeited |
|
|
(159,046 |
) |
|
|
34.56 |
|
|
|
|
|
|
|
||
Balance, December 31, 2025 |
|
|
3,892,052 |
|
|
$ |
39.16 |
|
|
|
1.50 |
|
|
$ |
310,002 |
|
Expected to vest as of December 31, 2025 |
|
|
3,892,030 |
|
|
$ |
39.16 |
|
|
|
1.50 |
|
|
$ |
310,000 |
|
The number of RSUs vested includes shares of common stock that the Company withheld to satisfy the minimum statutory tax withholding requirements. As of December 31, 2025, there was $150.0 million of total unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 2.84 years.
The total grant date fair value of RSUs vested for the years ended December 31, 2025, 2024 and 2023 was $41.8 million, $26.8 million and $14.3 million, respectively.
Stock-based compensation expense
Total stock-based compensation expense related to stock options, RSUs and the ESPP by function was as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(in thousands) |
|
|||||||||
Research and development |
|
$ |
78,356 |
|
|
$ |
50,973 |
|
|
$ |
34,126 |
|
General and administrative |
|
|
40,033 |
|
|
|
28,224 |
|
|
|
27,646 |
|
Total |
|
$ |
118,389 |
|
|
$ |
79,197 |
|
|
$ |
61,772 |
|
In connection with the EQRx Acquisition, certain unvested outstanding stock options, restricted stock units and restricted stock awards of EQRx were accelerated and converted into the Company’s common stock. The fair-value of the unvested portion of the accelerated EQRx equity awards of $11.2 million (of which $3.7 million was attributed to employees working on research and development projects and $7.5 million working on general and administration) was recognized as a post-combination expense and included in stock-based compensation expense for the year ended December 31, 2023.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.