Recursion inks $12M RNA model license with Tempus

Recursion restructures its Tempus data agreement, trims scheduled fees, and licenses its TxFM RNA model for oncology in a $12 million, two-year deal.

Rhea-AI Filing Summary

Recursion Pharmaceuticals, Inc. (RXRX) updated its relationship with Tempus AI, Inc. by amending their existing Master Agreement and signing a new RNA foundation model license. The amendment extends the data-access agreement term from five to six years, removes Recursion’s right to terminate for convenience, and lowers future Annual License Fees. Those fees are now $14,000,000 on each of the third, fourth and fifth anniversaries of the Effective Date, with at least $4,000,000 paid in cash and the remainder payable in cash or Class A common stock at Recursion’s election, while also decreasing the aggregate total of unique de-identified records Recursion may access.

Separately, Recursion granted Tempus a non-exclusive, non-sublicensable, non-transferable, worldwide license to its TxFM RNA foundation model for use in oncology. In return, Tempus will pay a non-refundable $12,000,000 license fee in two installments of $6,000,000 and will provide Recursion access to certain de-identified pathology records with linked clinical data during the TxFM License Agreement’s two-year term.

Positive

• Recursion secures a $12,000,000 non-refundable license fee from Tempus for a two-year TxFM RNA foundation model license in oncology.
• Future Annual License Fees to Tempus are reduced to $14,000,000 for each of the third, fourth and fifth anniversaries, compared with higher amounts in the original schedule.

Negative

• Recursion removes its right to terminate the Tempus Master Agreement for convenience and accepts a longer six-year term, reducing flexibility.
• The amended Tempus agreement decreases the aggregate total of unique de-identified data records Recursion may access over the term.

Filing Explained

The agreements were entered into on September 15, but their full texts—and therefore the exact data-access terms—are deferred to exhibits in the Company’s Form 10-Q for the quarter in which they were executed.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Amended Annual License Fee: $14,000,000 per year Minimum cash portion of each Annual License Fee: $4,000,000 Original first-year Annual License Fee: $22,000,000 +5 more

8 metrics

Amended Annual License Fee $14,000,000 per year Payable on each of the third, fourth and fifth anniversaries of the Effective Date under the Tempus Agreement

Minimum cash portion of each Annual License Fee $4,000,000 Portion of each $14,000,000 Annual License Fee that must be paid in cash

Original first-year Annual License Fee $22,000,000 Due on the first anniversary of the Effective Date under the original Master Agreement

Original second-year Annual License Fee $32,000,000 Due on the second anniversary of the Effective Date under the original Master Agreement

Original later-year Annual License Fees $42,000,000 per year Due on each of the third and fourth anniversaries of the Effective Date under the original Master Agreement

TxFM License Fee total $12,000,000 Non-refundable fee Tempus will pay Recursion for the TxFM License Agreement

TxFM License Fee installments $6,000,000 each Two equal installments, one due at execution and one on the first anniversary of the effective date

TxFM License Agreement term 2 years Duration of Tempus’s license to use Recursion’s TxFM Model in oncology

Key Terms

Master Agreement, Annual License Fees, non-exclusive, non-sublicensable, non-transferable, worldwide license, de-identified data, +1 more

5 terms

Master Agreement regulatory

"the Company entered into an Amendment to the Master Agreement"

A master agreement is a single, standing contract that lays out the core rules and terms for all future deals between two parties so each new transaction can be added quickly without renegotiating basics like payments, responsibilities, and how to resolve disputes. Investors care because it reduces legal and operational uncertainty, clarifies where risk and exposure sit, and can affect creditworthiness and valuation—think of it as the house rules that make many future transactions faster and safer.

Annual License Fees financial

"The Agreement also specified the following Annual License Fees"

non-exclusive, non-sublicensable, non-transferable, worldwide license regulatory

"granted Tempus a non-exclusive, non-sublicensable, non-transferable, worldwide license"

de-identified data technical

"unique records of de-identified data the Company may access"

De-identified data is information that has had personal details — like names, addresses, phone numbers, and other unique identifiers — removed or changed so individuals cannot readily be identified, similar to taking name tags off a group photo. For investors, de-identification matters because it lowers legal and privacy risks and enables broader use or sale of datasets while sometimes reducing their detail and commercial value, affecting regulatory compliance and potential revenue from data-driven products.

oncology medical

"TxFM Model solely for use within the field of oncology"

Oncology is the branch of medicine focused on understanding, diagnosing, and treating cancer, including the development and testing of drugs, therapies, and screening methods. It matters to investors because advances, trial results, regulatory approvals, or setbacks in cancer research can dramatically change the value of companies and the size of potential markets—think of oncology news as weather reports that help investors steer financial decisions in a high-stakes field.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RXRX change in its Master Agreement with Tempus AI?

Recursion amended the Tempus Master Agreement to extend the term from five to six years, remove its convenience-termination right, reduce Annual License Fees to $14,000,000 on each of the third, fourth and fifth anniversaries, and decrease the total unique de-identified data records it can access.

How much will Recursion (RXRX) pay Tempus annually after the amendment?

Under the amendment, Recursion will pay Tempus an Annual License Fee of $14,000,000 on each of the third, fourth and fifth anniversaries of the Effective Date, with at least $4,000,000 paid in cash and the remainder in cash or Class A common stock.

What are the key terms of the TxFM License Agreement between RXRX and Tempus?

Recursion grants Tempus a non-exclusive, non-sublicensable, non-transferable, worldwide license to its TxFM RNA model for oncology for two years. Tempus will pay a $12,000,000 non-refundable fee in two $6,000,000 installments and provide certain de-identified pathology records with linked clinical data.

How will Recursion (RXRX) benefit financially from the TxFM license to Tempus?

Recursion receives a $12,000,000 non-refundable license fee from Tempus, paid as two installments of $6,000,000, one at execution of the TxFM License Agreement and one on the first anniversary of its effective date.

Does the Tempus TxFM license cover all uses of Recursion’s RNA model for RXRX?

No. Tempus receives a non-exclusive license to Recursion’s TxFM RNA foundation model solely within the field of oncology, including diagnostic and clinical applications and Tempus’s internal research and development.

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

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Available on EDGAR 09/21/2026 - 09:05 AM Accepted by SEC EDGAR 09/21/2026 - 09:05 AM Learn about SEC filing dates

0001601830FALSE00016018302026-09-152026-09-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2026

RECURSION PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40323

46-4099738

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

41 S Rio Grande Street

Salt Lake City, UT 84101

(Address of principal executive offices) (Zip code)

(385) 269 - 0203

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share			RXRX			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Recursion Pharmaceuticals, Inc. (the "Company") and Tempus AI, Inc. ("Tempus"), acknowledging the value of (i) Tempus’s library of multimodal data and (ii) Recursion’s proprietary foundational RNA sequencing model (the "TxFM Model"), have entered into the following agreements:

Amendment to Tempus Master Agreement

On September 15, 2026, the Company entered into an Amendment to the Master Agreement (the “Amendment”) between the Company and Tempus, dated as of November 3, 2023, as previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2023 (the "Master Agreement" and, as amended, the "Agreement"). The Master Agreement, which was for a five-year Term, allowed the Company to terminate for convenience after the first three years. The Agreement also specified the following Annual License Fees, which could be paid 100% in shares of Class A Common Stock of Recursion at the Company’s election: (i) $22,000,000 on the first anniversary of the Effective Date (ii) $32,000,000 on the second anniversary of the Effective Date and (iii) $42,000,000 on each of the third anniversary of the Effective data and the fourth anniversary of the Effective Date (each such license fee, the “Annual License Fee”).

Pursuant to the Amendment, the Company agreed to: (i) extend the term of the Agreement from five to six years from its effective date; (ii) eliminate the Company’s right to terminate the Agreement for convenience, (iii) revise the amount of the Annual License Fees payable by the Company to $14,000,000 payable on each of the third, fourth, and fifth anniversary of the Effective Date, payable as to at least $4,000,000 in cash, with the remainder in the form of shares of Class A Common Stock of the Company, cash, or a combination thereof, at the election of the Company; and (iv) decrease the aggregate total of unique records of de-identified data the Company may access during the term.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, which will be filed as an exhibit to the Company’s quarterly report filed on Form 10-Q for the quarter in which it was executed.

TxFM License Agreement

Also on September 15, 2026, the Company entered into an RNA Foundation Model License Agreement (the "TxFM License Agreement") with Tempus, pursuant to which the Company granted Tempus a non-exclusive, non-sublicensable, non-transferable, worldwide license to the Company's TxFM Model solely for use within the field of oncology. Permitted uses include diagnostic applications, clinical applications, and Tempus's internal research and development. The TxFM License Agreement has a term of two years from its effective date.

In consideration for the license, Tempus will pay the Company a non-refundable license fee of $12,000,000 in two installments of $6,000,000 each; the first due upon execution of the TxFM License Agreement and the other due on the first anniversary of the effective date. Tempus will also provide the Company with access to a certain number of de-identified pathology records with linked clinical data during the term of the TxFM License Agreement.

The foregoing summary of the TxFM License Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, which will be filed as an exhibit to the Company’s quarterly report filed on Form 10-Q for the quarter in which it was executed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on September 21, 2026.

			RECURSION PHARMACEUTICALS, INC.
			By:			/s/ Nathan Hatfield
						Nathan Hatfield
						Chief Legal Officer

Filing Exhibits & Attachments

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