Recursion insider files 10b5-1 sale; acquired 120,000 Class B shares

Rhea-AI Filing Summary

Insider transactions at Recursion Pharmaceuticals (RXRX): The CEO and director executed multiple transactions on 10/10/2025 under a Rule 10b5-1 plan adopted May 12, 2025. He acquired 120,000 Class B shares (convertible to Class A) at no cash cost, sold 100,000 Class A shares at $6.04 each, and gifted 20,000 Class A shares. After these moves, the reporting person directly owns 1,074,229 Class A-equivalent shares.

The filing also lists multiple outstanding stock options totaling significant potential dilution (options for ~3.2M Class A shares listed under different strike prices and vesting schedules) and indirect holdings via LLCs and a family trust. The sale, acquisition and gift were made under the disclosed trading plan and executed on the same date.

Positive

• Use of a Rule 10b5-1 trading plan provides procedural defensibility for the timing of the sale
• Direct ownership remains substantial at 1,074,229 Class A-equivalent shares after transactions

Negative

• Insider sold 100,000 shares at $6.04, which may be viewed negatively by some investors
• Large outstanding option grants (totaling several million potential Class A shares) create ongoing dilution risk

Insights

Corporate Insider / Governance Analyst

TL;DR: CEO made contemporaneous sale, acquisition and gift under a 10b5-1 plan, leaving substantial direct and indirect holdings.

The reporting person executed a 10b5-1 plan trade that included a 100,000-share sale, a 120,000-share acquisition of Class B stock (convertible to Class A), and a 20,000-share gift on 10/10/2025. The sale proceeds reflect a per-share price of $6.04, and direct beneficial ownership after the transactions is reported as 1,074,229 Class A-equivalent shares.

Key dependencies are plan terms and vesting schedules for multiple options totaling several million underlying shares; the interaction between conversion rights of Class B shares and existing options affects potential future voting/ownership. Monitor option vesting patterns and any future 10b5-1 filings for further staged sales within the coming months.

Compensation / Dilution Specialist

TL;DR: Significant option pool exposure and staggered vesting create potential dilution over time.

Table II discloses a range of outstanding options with strike prices from $2.48 to $11.40 and multiple vesting start dates, cumulatively representing over 3 million Class A shares if exercised. Several options vest monthly in 1/48 increments, implying ongoing issuance of vested shares each month.

This schedule means investor dilution is gradual; materiality depends on total outstanding shares not stated here. Watch monthly vesting milestones and any exercises or secondary sales reported on future Forms 4 for short-term dilution impact.

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

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	10/10/2025		C(1)(2)		120,000	A	$0	1,074,229	D
Class A Common Stock	10/10/2025		S(2)		100,000	D	$6.04	974,229	D
Class A Common Stock	10/10/2025		G(2)		20,000	D	$0	954,229	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	10/10/2025		C(1)(2)			120,000	(1)	(1)	Class A Common Stock	120,000	$0	5,133,034	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)	$10.09							(6)	02/09/2034	Class A Common Stock	0		666,898	D
Stock Option (Right to Buy)	$7.25							(7)	02/03/2035	Class A Common Stock	0		1,050,567	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 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.

7. 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.

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/ Kyle Nelson, attorney-in-fact	10/10/2025
	** 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).
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FAQ

What did the RXRX reporting person do on 10/10/2025?

On 10/10/2025 the reporting person sold 100,000 Class A shares at $6.04, acquired 120,000 Class B shares (convertible to Class A) and gifted 20,000 Class A shares.

Was the 10/10/2025 sale part of an approved trading plan for RXRX?

Yes. The transactions were made pursuant to a Rule 10b5-1 trading plan adopted on May 12, 2025 as disclosed in the filing.

How many shares does the reporting person own after the transactions?

The filing reports 1,074,229 Class A-equivalent shares beneficially owned following the reported transactions.

Are there outstanding options disclosed in the Form 4 for RXRX?

Yes. Multiple stock options are listed with strike prices from $2.48 to $11.40 and vesting schedules that generally vest monthly in 1/48 increments.

Do the Class B shares convert to Class A shares for RXRX?

Yes. Each Class B share is convertible into one Class A share at the holder's option and has no expiration date.