Recursion Pharmaceuticals, Inc. SEC Filings

Recursion Pharmaceuticals, Inc. (RXRX) Form 144 filed reporting a proposed sale of 100,000 Class A shares through Fidelity Brokerage Services with an approximate aggregate market value of $476,000, with an approximate sale date of 09/25/2025 on NASDAQ. The filing states the shares were originally acquired as Founders Shares on 09/01/2016 and were issued as compensation. The notice also discloses prior sales by related parties during the past three months totaling 817,875 Class A shares for gross proceeds of $3,386,380.00. The signer represents no undisclosed material adverse information exists and includes the standard attestation language required under Rule 144.

Recursion Pharmaceuticals insider transaction: The company's Chief Financial Officer reported a non-derivative transaction in the company's Class A common stock. The filing shows 7,057 shares were withheld as part of net settlement of restricted stock units to satisfy tax withholding at an average price of $4.83 per share, leaving the reporting person with 804,169 shares beneficially owned following the transaction. The filing identifies the transaction as an issuer withholding related to equity compensation rather than an open-market sale.

Form 144 notice for Recursion Pharmaceuticals, Inc. (RXRX) reporting a proposed sale of 100,000 Class A shares through Fidelity Brokerage Services on 09/10/2025 with an aggregate market value of $471,000. The filing shows these shares were acquired as Founders Shares on 09/01/2016 and listed as compensation with 100,000 units subject to sale.

The filing also discloses securities sold in the past three months by related parties: Christopher C. Gibson sold 500,000 shares on 08/11/2025 for $2,640,000 and 100,000 shares on 08/26/2025 for $484,000; Gibson Family Trust sold 17,875 shares on 08/11/2025 for $94,380; Lahwran-3 LLC sold 100,000 shares on 08/11/2025 for $528,000. The filing lists 427,312,960 Class A shares outstanding.

Recursion Pharmaceuticals amended its Form 8-K to report issuance and registration of contingent consideration tied to its ENPP1 JV acquisition. The company completed a GLP toxicology study milestone and on August 27, 2025 issued 2,397,023 Contingent Shares at a per-share price of $5.2148 (calculated from the $12,500,000 milestone). Earlier, on July 8, 2025 the company issued 1,457,952 Initial Shares as part of the Membership Interest Purchase Agreement that made ENPP1 JV an indirect wholly-owned subsidiary. Recursion also filed a prospectus supplement to register the 2,397,023 Contingent Shares for resale and attached a legal opinion from Wilson Sonsini regarding the legality of the shares.

Recursion Pharmaceuticals entered into a Purchase Agreement on July 8, 2025 under which its indirect wholly owned subsidiary acquired 50% of RE Ventures I, LLC by paying cash and issuing Class A Common Stock as consideration. On July 8, 2025 the company issued 1,457,952 shares to the seller as partial consideration. Contingent milestones were satisfied on August 25, 2025, and on August 27, 2025 Recursion issued an additional 2,397,023 shares calculated as $12,500,000 divided by a VWAP of $5.2148 (seven trading days ending August 22, 2025). The prospectus supplement permits the named selling stockholder to sell some or all of the Shares on Nasdaq or other venues by various methods and receive net proceeds. The filing incorporates audited financial statements and notes reliance on PricewaterhouseCoopers LLP, whose report included an adverse opinion on internal control over financial reporting for the year ended December 31, 2024.

Christopher Gibson, Chief Executive Officer and Director of Recursion Pharmaceuticals (RXRX), reported transactions dated 08/26/2025. The filing shows a conversion/acquisition of 100,000 shares (reported as Class A Common Stock acquired at $0) and a contemporaneous sale of 100,000 Class A shares at $4.84 each, leaving him with 954,229 Class A shares following the sale. The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted May 12, 2025. The report also lists multiple derivative holdings and stock options with exercise prices and outstanding amounts, including options exercisable for 1,050,567, 666,898, 813,600, 399,002, 5,436, and 282,500 Class A shares at various strike prices. Certain shares are held indirectly through entities and trusts for which Gibson is a manager or trustee.

Recursion Pharmaceuticals (RXRX) Form 4: The company's Chief Financial Officer, Ben R. Taylor, reported a transaction dated 08/15/2025 in which 11,908 shares of Class A common stock were disposed of at $5.64 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations related to net settlement of restricted stock units. After the withholding, the reporting person beneficially owned 811,226 shares, held directly. The Form 4 was signed via attorney-in-fact on 08/19/2025.

Recursion Pharmaceuticals insider sale via net-settlement of RSUs. The company reports that Christopher Gibson, CEO and Director, had 40,390 shares of Class A common stock withheld to satisfy tax withholding in connection with a net settlement of restricted stock units, at an effective price of $5.64 per share. After the withholding the reporting person beneficially owns 954,229 shares, held directly. The filing shows no other non-derivative or derivative transactions disclosed and includes a signature by an attorney-in-fact.

Reporting person: Najat Khan, Chief R&D Commercial Officer and Director of Recursion Pharmaceuticals (RXRX). The Form 4 discloses two non-derivative transactions in Class A common stock in August 2025. On 08/15/2025, 3,789 shares were withheld by the issuer to satisfy tax withholding related to net-settled restricted stock units at a price of $5.64, reducing beneficial ownership to 704,796 shares (direct). On 08/18/2025, 36,599 shares were sold by the issuer to satisfy tax withholding on vested restricted stock units at an effective price of $5.524, leaving 668,197 shares beneficially owned (direct). The form is signed by an attorney-in-fact on 08/19/2025. No derivative transactions are reported.