Recursion Pharmaceuticals, Inc. SEC Filings

Recursion Pharmaceuticals, Inc. (RXRX) Chief Financial Officer reported a routine share withholding related to equity compensation. On 11/25/2025, 2,271 shares of Class A common stock were disposed of in a transaction coded "F" at a price of $4.03 per share. This code indicates shares were withheld by the company to cover tax withholding and remittance obligations arising from the net settlement of restricted stock units.

Following this transaction, the reporting officer beneficially owns 789,990 shares of Class A common stock in direct ownership. No new derivative securities transactions were reported in this filing.

Recursion Pharmaceuticals, Inc. filed a prospectus supplement to register for resale 7,088,742 Tempus Shares of its Class A common stock. These shares were issued to Tempus AI, Inc. as payment of annual license fees under a Master Agreement between the two companies.

The resale registration uses Recursion’s automatic shelf registration statement on Form S-3ASR and provides Tempus the ability to sell the shares in the public market. The company also filed a legal opinion from Wilson Sonsini Goodrich & Rosati, P.C. confirming the validity of these shares.

Recursion Pharmaceuticals, Inc. is registering up to 7,088,742 shares of its Class A Common Stock for potential resale from time to time by Tempus AI, Inc. and its permitted transferees. These shares were issued to Tempus on November 24, 2025 as payment in kind for a $32 million 2025 annual license fee under a data and services agreement, at a per share price of $4.5142.

Recursion will not sell any shares in this offering and will not receive proceeds from any resale by Tempus, though it will cover registration expenses. As context, there were 514,190,251 shares of Class A Common Stock and 5,647,334 shares of Class B Common Stock outstanding as of November 24, 2025. The filing satisfies Recursion’s contractual obligation to provide resale registration for the Tempus shares.

Recursion Pharmaceuticals, Inc. (RXRX) reported an insider transaction by its Chief Financial Officer on Form 4. On 11/17/2025, 11,908 shares of Class A common stock were withheld by the company at a price of $4.14 per share to cover tax obligations from the net settlement of restricted stock units. After this tax withholding, the CFO directly beneficially owns 792,261 shares of Class A common stock.

Recursion Pharmaceuticals, Inc. (RXRX)11/17/2025. The filing shows that 17,584 shares of Class A common stock were disposed of at $4.14 per share under transaction code "F," which indicates shares were withheld by the company to cover tax obligations on the net settlement of restricted stock units.

After this tax withholding event, the reporting person directly beneficially owns 735,538 shares of Class A common stock. The transaction reflects administrative share withholding for taxes rather than an open-market sale.

Recursion Pharmaceuticals (RXRX) CEO/Director Form 4 shows routine equity activity. On 11/17/2025, 40,390 Class A shares were withheld at $4.14 to cover tax obligations from net-settled restricted stock units, leaving 913,839 Class A shares directly owned. On 11/19/2025, the insider converted 40,000 Class B shares into Class A at $0 and sold 40,000 Class A shares at $4.16 under a Rule 10b5-1 trading plan adopted on May 12, 2025, maintaining direct ownership at 913,839 Class A shares.

The insider also reports derivative holdings, including Class B shares convertible into Class A with no expiration date and multiple stock options with exercise prices ranging from $2.48 to $11.40 and expirations extending to 2035. Some Class B holdings are reported indirectly through LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust.

Recursion Pharmaceuticals (RXRX) reported an insider equity award on 11/05/2025. A director and officer (Chief R&D Commercial Officer) received 84,925 Class A RSUs at $0 and a stock option for 169,851 shares at an exercise price of $4.96. The RSUs vest 1/16 on February 15, 2026 and every three months thereafter; the option vests 1/48 starting December 5, 2025 with monthly installments thereafter. Following the awards, direct ownership was 753,122 Class A shares.

Recursion Pharmaceuticals (RXRX) CEO and Director reported insider transactions on 11/04/2025 under a Rule 10b5-1 plan adopted May 12, 2025. The filing shows a conversion of 60,000 shares of Class B into Class A at $0 (Code C), a sale of 40,000 Class A shares at $5.21 (Code S), and a gift of 20,000 Class A shares (Code G). Following these transactions, the reporting person directly beneficially owned 954,229 Class A shares. The filing also lists ongoing stock option grants with multi-year vesting schedules.

Recursion Pharmaceuticals (RXRX) filed its Q3 2025 10‑Q, reporting total revenue of $5.2 million, down from $26.1 million a year ago, and a net loss of $162.3 million. Operating expenses rose as the company invested in R&D and integration activities, driving a loss from operations of $172.2 million.

Cash and cash equivalents were $659.8 million as of September 30, 2025. The company raised capital through at‑the‑market sales, issuing 74.6 million shares for $358.2 million in net proceeds under its Citi program, with additional capacity utilized in October. Shares outstanding reached 491.8 million.

Recursion completed several portfolio moves: it acquired the remaining interest in RE Ventures I (recognizing $20.2 million of acquired IPR&D and a $2.4 million milestone), and earlier sold its Austrian operations, recording a $4.5 million loss and retaining a 49% stake in Alpha Biotechnology. A June 2025 restructuring reduced headcount by about 20%, with expected charges of approximately $9.5 million. Collaboration activity continued, including a $7.0 million Sanofi milestone recognized over time and ongoing revenue recognition from the Roche acceptance fee. Management believes existing cash will fund operations for at least 12 months.