Recursion Reports Grant of Inducement Awards as Permitted by the Nasdaq Listing Rules

Rhea-AI Summary

Recursion (Nasdaq: RXRX) reported that on July 27, 2026, its Board Compensation Committee approved inducement restricted stock unit (RSU) awards covering an aggregate 3,234,866 shares of class A common stock for 24 new employees under the 2024 Inducement Equity Incentive Plan.

According to Recursion, the RSUs were granted as material inducements to employment in reliance on Nasdaq Listing Rule 5635(c)(4). Each award vests 1/4 of the shares on the first quarterly vesting date after the one-year anniversary of the vesting commencement date and 1/16 on each subsequent quarterly vesting date, subject to continued employment and the terms of the 2024 Plan and individual grant agreements.

Positive

• Inducement RSU awards for 3,234,866 shares granted to 24 new employees
• Structured multi-year vesting schedule with initial cliff at one year then quarterly vesting

Negative

• Potential shareholder dilution from issuance of 3,234,866 additional class A common stock RSUs

Market Context

RXRX's insider record showed Net Selling across the analyzed period, adding platform context to this...

Analysis

RXRX's insider record showed Net Selling across the analyzed period, adding platform context to this employee-equity announcement. The grant's vesting schedule was the key structural detail, while high short positioning remained a separate risk to monitor.

Key Figures

Shares covered: 3,234,866 shares Recipients: 24 new employees Initial vesting: 1/4th of shares +3 more

6 metrics

Shares covered 3,234,866 shares Aggregate inducement RSU awards

Recipients 24 new employees Recipients of the inducement RSU awards

Initial vesting 1/4th of shares On the first quarterly vesting date following the one-year anniversary

Subsequent vesting 1/16th of shares On each quarterly vesting date thereafter

Listing rule 5635(c)(4) Nasdaq Listing Rule permitting the inducement awards

Award approval date July 27, 2026 Compensation Committee approval date

Historical Context

5 past events · Latest: Jun 02 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 02	Investor conference notice	Neutral	-4.8%	Announced participation in Goldman Sachs healthcare conference on June 9, 2026.
May 29	Inducement award grant	Positive	+5.6%	Granted inducement RSUs covering 2,991,840 shares to 33 new employees.
May 06	First-quarter earnings	Positive	+1.8%	Reported Q1 results alongside clinical updates and reiterated 2026 cash-burn guidance.
Apr 30	Board transition	Negative	-2.0%	Founder Chris Gibson announced departure from the board after his June term.
Apr 29	Earnings date notice	Neutral	-3.2%	Scheduled first-quarter 2026 results and business update for May 6.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

RXRX's comparable inducement-award announcement rose 5.57%, while conference and scheduling notices recorded negative reactions.

Key Terms

restricted stock unit, inducement awards, nasdaq listing rule 5635(c)(4)

3 terms

restricted stock unit financial

"inducement restricted stock unit (RSU) awards covering 3,234,866 shares"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

inducement awards financial

"grant of inducement restricted stock unit (RSU) awards"

Inducement awards are special bonuses given to new employees to encourage them to join a company, often in the form of stock or money. They matter because they can motivate talented people to choose one company over another and help align their success with the company's growth. Think of it like a signing bonus to seal the deal.

nasdaq listing rule 5635(c)(4) regulatory

"pursuant to Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Salt Lake City, UT, July 31, 2026 (GLOBE NEWSWIRE) -- Recursion (Nasdaq: RXRX), a leading clinical stage TechBio company decoding biology to radically improve lives, announced that on July 27, 2026, the Compensation Committee of Recursion's Board of Directors approved the grant of inducement restricted stock unit (RSU) awards covering 3,234,866 shares of its class A common stock in the aggregate to 24 new employees under Recursion's 2024 Inducement Equity Incentive Plan (the “2024 Plan”). Each award was granted as an inducement material to the employee's commencement of employment with Recursion, or a subsidiary of Recursion, pursuant to Nasdaq Listing Rule 5635(c)(4).

Each inducement RSU award will vest as to 1/4th of the shares subject to the award on the first quarterly vesting date on or following the one-year anniversary of the vesting commencement date, and as to 1/16th of the shares on each quarterly vesting date thereafter until the inducement RSU award is fully vested, subject to the inducement RSU award recipient’s continued employment through the company vesting dates. Each inducement RSU award is subject to the terms and conditions of the 2024 Plan and the grant agreements covering the awards.

About Recursion
Recursion (Nasdaq: RXRX) is a clinical stage TechBio company decoding biology to radically improve lives. Recursion is advancing a portfolio of differentiated investigational medicines across its wholly owned and partnered pipeline in oncology, rare disease, neuroscience, immunology, and other therapeutic areas with significant unmet need. Enabling its mission is the Recursion OS, an AI-native, end-to-end drug discovery and development platform integrating biology, chemistry, and clinical development into a unified intelligence system. Powered by proprietary multimodal data, purpose-built AI models, and bilingual teams fluent in both science and AI, the Recursion OS is designed to translate complex science into medicines that matter — faster, better, and at scale — for patients who are waiting.

Recursion’s platform infrastructure is anchored in Salt Lake City, Utah and Milton Park, Oxfordshire, where its automated biology and chemistry laboratories generate proprietary data at industrial scale. Recursion also maintains offices in New York, Montréal and London, three global hubs for talent and leadership at the intersection of AI and scientific innovation. Learn more at www.recursion.com, or connect on X and LinkedIn.

Media Contact
media@recursion.com

Investor Contact
investor@recursion.com

Ryan Kelly
Recursion Pharmaceuticals
media@recursion.com

FAQ

What inducement RSU awards did Recursion (NASDAQ: RXRX) grant on July 27, 2026?

Recursion granted inducement RSU awards covering 3,234,866 shares of class A common stock to new employees. According to Recursion, these equity awards were approved by the Board Compensation Committee as material inducements to employment under the 2024 Inducement Equity Incentive Plan and Nasdaq Listing Rule 5635(c)(4).

How many Recursion (RXRX) shares and employees are included in the July 2026 inducement RSU grants?

The inducement RSU grants cover 3,234,866 shares of class A common stock awarded to 24 new employees. According to Recursion, all grants were made under the 2024 Inducement Equity Incentive Plan as part of employment inducement packages consistent with Nasdaq Listing Rule 5635(c)(4).

What is the vesting schedule for Recursion (RXRX) inducement RSUs granted in July 2026?

Each inducement RSU vests 1/4 of shares on the first quarterly vesting date after the one-year anniversary. According to Recursion, the remaining 3/4 vests in 1/16 increments on each subsequent quarterly vesting date, subject to the recipient’s continued employment and applicable plan and grant terms.

Under which equity plan and Nasdaq rule were Recursion (RXRX) July 2026 inducement awards granted?

The awards were granted under Recursion’s 2024 Inducement Equity Incentive Plan pursuant to Nasdaq Listing Rule 5635(c)(4). According to Recursion, this rule allows equity grants as material inducements to new employees without prior shareholder approval, subject to specific disclosure and listing requirements.

Are Recursion (RXRX) July 2026 inducement RSU awards subject to continued employment conditions?

Yes, vesting of each inducement RSU award is conditioned on the recipient’s continued employment through the applicable vesting dates. According to Recursion, RSUs also remain subject to all terms and conditions of the 2024 Inducement Equity Incentive Plan and individual grant agreements.