[144] Recursion Pharmaceuticals, Inc. SEC Filing

Rhea-AI Filing Summary

Recursion Pharmaceuticals filed a Form 144 reporting a proposed sale of 617,875 Class A shares through Fidelity Brokerage Services with an aggregate market value of $3,262,380 and an approximate sale date of 08/11/2025 on NASDAQ. The company has 427,312,960 Class A shares outstanding, so the planned sale represents about 0.14% of outstanding shares.

The filing discloses the securities were largely acquired as compensation: restricted stock vesting on 08/15/2024 (7,213 shares), 11/15/2024 (26,037), 02/01/2025 (11,240), 02/15/2025 (42,144), plus founders shares from 09/01/2016 (531,241). The filer reports no sales in the past three months and includes the standard representation about material nonpublic information.

Insights

Corporate Governance Expert

TL;DR: Small insider sale disclosed; mostly compensation-based shares being sold, limited immediate governance concern.

The Form 144 notifies a proposed sale of 617,875 Class A shares valued at $3.26M, representing roughly 0.14% of outstanding shares. The shares were predominantly acquired via restricted stock vesting on multiple dates in 2024 and 2025 and include founder shares from 2016. No sales were reported in the prior three months. From a governance perspective, the disclosure is routine: the sale is relatively small versus the float and stems from compensation, reducing signals of a governance dispute or liquidity-driven mass disposition.

Securities Analyst

TL;DR: Transaction is disclosed and procedural; its size is immaterial to cap structure or valuation.

The filing specifies execution through Fidelity on 08/11/2025 with an aggregate market value of $3,262,380. Given the issuers 427,312,960 shares outstanding, the proposed sale is about 0.14% of outstanding stock. The acquisition history shows the position consists mainly of restricted stock vesting events and founders shares. There are no reported sales in the past three months, and the filer affirms no undisclosed material adverse information. Overall, the disclosure is material for transparency but unlikely to move valuation materially.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	617875	3262380.00	427312960	08/11/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	08/15/2024	Restricted Stock Vesting	Issuer			7213	08/15/2024	Compensation
Class A	11/15/2024	Restricted Stock Vesting	Issuer			26037	11/15/2024	Compensation
Class A	02/01/2025	Restricted Stock Vesting	Issuer			11240	02/01/2025	Compensation
Class A	02/15/2025	Restricted Stock Vesting	Issuer			42144	02/15/2025	Compensation
Class A	09/01/2016	Founders Shares	Issuer			531241	09/01/2016	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed by Recursion Pharmaceuticals (RXRX) disclose?

The filing discloses a proposed sale of 617,875 Class A shares via Fidelity on 08/11/2025 with an aggregate market value of $3,262,380 on NASDAQ.

How many Recursion (RXRX) shares are outstanding and what percentage is being sold?

Recursion reports 427,312,960 Class A shares outstanding; the proposed sale of 617,875 shares equals about 0.14% of outstanding shares.

How were the shares to be sold acquired according to the Form 144?

The shares were acquired mainly through restricted stock vesting on 08/15/2024 (7,213), 11/15/2024 (26,037), 02/01/2025 (11,240), 02/15/2025 (42,144), and as founders shares on 09/01/2016 (531,241).

Does the filer report any sales in the past three months in the RXRX Form 144?

The filing states Nothing to Report for securities sold during the past three months.

What representation does the filer make regarding material nonpublic information?

By signing the notice the filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.