Recursion files S-3ASR supplement for 7.09M Tempus fee shares

Rhea-AI Filing Summary

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.

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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): November 26, 2025

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 8.01. Other Events.

On November 26, 2025, Recursion Pharmaceuticals, Inc. (“Recursion”) filed a prospectus supplement dated November 26, 2025 (the “Tempus Prospectus Supplement”) and an accompanying base prospectus, which are part of Recursion’s automatic “shelf” Registration Statement on Form S-3ASR (File No. 333-284878) (the “Registration Statement”), which was previously filed on February 12, 2025 with the Securities and Exchange Commission (the “SEC”). The Tempus Prospectus Supplement was filed to register for resale 7,088,742 shares of Recursion’s Class A common stock (the “Tempus Shares”) that were issued to Tempus AI, Inc. (f/k/a Tempus Labs, Inc.) (“Tempus”) on November 24, 2025 in payment for annual license fees paid under the terms of that certain Master Agreement entered into by and between Recursion and Tempus as further described in Recursion’s Current Report on Form 8-K filed with the SEC on November 9, 2023, which is incorporated herein by reference. The offering of the Tempus Shares was made pursuant to an exemption from registration under the Securities Act of 1933, as amended.

A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C. relating to the legality of the Tempus Shares is filed herewith as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
5.1			Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1			Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 November 26, 2025.

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

FAQ

What did Recursion Pharmaceuticals (RXRX) announce in this 8-K?

Recursion Pharmaceuticals filed a prospectus supplement to register for resale 7,088,742 Tempus Shares of its Class A common stock that were previously issued to Tempus AI, Inc. as license fee payment.

How many Recursion (RXRX) shares are being registered for resale for Tempus?

Recursion is registering for resale 7,088,742 shares of its Class A common stock, referred to as the Tempus Shares.

Why did Tempus receive 7,088,742 shares of Recursion (RXRX) stock?

Tempus received 7,088,742 shares of Recursion’s Class A common stock as payment for annual license fees under a Master Agreement between Recursion and Tempus.

What registration statement is Recursion (RXRX) using for the Tempus Shares?

The Tempus Shares are being registered for resale under Recursion’s automatic shelf registration statement on Form S-3ASR, File No. 333-284878.

Was the original issuance of the Tempus Shares registered under the Securities Act?

No. The offering of the Tempus Shares to Tempus was made pursuant to an exemption from registration under the Securities Act of 1933, as amended.

What legal opinion did Recursion (RXRX) file related to the Tempus Shares?

Recursion filed an opinion of Wilson Sonsini Goodrich & Rosati, P.C., as Exhibit 5.1, relating to the legality of the Tempus Shares, along with a related consent as Exhibit 23.1.