Recursion Pharmaceuticals (NASDAQ: RXRX) director reports 10b5-1 share sale

Rhea-AI Filing Summary

Recursion Pharmaceuticals director Christopher Gibson reported several share moves on January 5, 2026. He converted 60,000 shares of Class B Common Stock into 60,000 shares of Class A Common Stock at a stated price of $0, then sold 40,000 Class A shares at $4.25 per share and made a gift of 20,000 Class A shares. After these transactions, he directly held 913,839 shares of Class A Common Stock.

The filing also shows he directly holds 4,663,334 shares of Class B Common Stock, each convertible into one Class A share, and additional Class B holdings through LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust. Multiple stock options to buy Class A shares remain outstanding with exercise prices ranging from $2.48 to $11.40 and expirations between 2030 and 2035. The conversion, sale, and gift were made under a Rule 10b5-1 trading plan adopted on May 12, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gibson Christopher

(Last) (First) (Middle)

C/O RECURSION PHARMACEUTICALS

41 S. RIO GRANDE STREET

(Street)

SALT LAKE CITY UT 84101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [ RXRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/05/2026		C(1)(2)		60,000	A	$0	973,839	D
Class A Common Stock	01/05/2026		S(2)		40,000	D	$4.25	933,839	D
Class A Common Stock	01/05/2026		G(2)		20,000	D	$0	913,839	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	$0(1)	01/05/2026		C(1)(2)			60,000	(1)	(1)	Class A Common Stock	60,000	$0	4,663,334	D
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	0		386,000	I	by LAHWRAN-3 LLC(3)
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	0		388,000	I	by LAHWRAN-4 LLC(4)
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	0		50,000	I	by Gibson Family Trust(5)
Stock Option (Right to Buy)	$7.25							(6)	02/03/2035	Class A Common Stock	0		1,050,567	D
Stock Option (Right to Buy)	$10.09							(7)	02/09/2034	Class A Common Stock	0		666,898	D
Stock Option (Right to Buy)	$8.55							(8)	02/01/2033	Class A Common Stock	0		813,600	D
Stock Option (Right to Buy)	$11.4							(9)	02/04/2032	Class A Common Stock	0		399,002	D
Stock Option (Right to Buy)	$11.4							02/04/2022	02/04/2032	Class A Common Stock	0		5,436	D
Stock Option (Right to Buy)	$2.48							(10)	12/30/2030	Class A Common Stock	0		282,500	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

2. This transaction is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.

3. The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager.

4. The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager.

5. The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee.

6. The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2025, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter.

7. The option vests as to one forty-eighth (1/48th) of the original 666,898 shares subject to the option on March 1, 2024, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter.

8. The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2023, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter.

9. The option, originally for 416,350 shares, vested as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2022, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter.

10. The option, originally for 1,500,000 shares, vested as to one forty-eighth (1/48th) of the shares subject to the option on January 31, 2021, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter.

Remarks:

	/s/Jonathan Golightly, attorney-in-fact	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did RXRX director Christopher Gibson report?

Director Christopher Gibson reported converting 60,000 shares of Class B Common Stock into Class A, selling 40,000 Class A shares at $4.25 per share, and gifting 20,000 Class A shares, all dated January 5, 2026.

How many Recursion Pharmaceuticals (RXRX) shares does Christopher Gibson hold after the Form 4?

Following the reported transactions, Christopher Gibson directly holds 913,839 shares of Class A Common Stock. He also directly holds 4,663,334 shares of Class B Common Stock, plus additional Class B shares held indirectly through LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust.

Were the RXRX share transactions by Christopher Gibson under a Rule 10b5-1 plan?

Yes. The filing states that the conversion, sale, and gift transactions were made pursuant to a Rule 10b5-1 trading plan adopted by Christopher Gibson on May 12, 2025.

What is the significance of Class B Common Stock for Recursion Pharmaceuticals insiders?

Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date, giving the holder flexibility over when to convert.

What stock options does Christopher Gibson hold in Recursion Pharmaceuticals (RXRX)?

The Form 4 lists several stock options (rights to buy Class A Common Stock) held directly by Christopher Gibson, with exercise prices including $7.25, $10.09, $8.55, $11.40, and $2.48, and expiration dates ranging from 2030 to 2035. The vesting schedules for these options are described as monthly vesting in one-forty-eighth increments from specified start dates.

How are Christopher Gibson’s indirect RXRX holdings structured?

Indirect holdings of Class B Common Stock are reported as held by LAHWRAN-3 LLC and LAHWRAN-4 LLC, where he is a member and manager, and by the Gibson Family Trust, where he serves as trustee. These entities hold Class B shares that are convertible into Class A shares on a one-for-one basis.