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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 120,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 120,000 | $0.00 | -- |
| Sale | Class A Common Stock | 100,000 | $6.04 | $604K |
| Gift | Class A Common Stock | 20,000 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
| holding | Stock Option (Right to Buy) | -- | -- | -- |
Footnotes (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. This transaction is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025. The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager. The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager. The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee. 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. 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. 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. 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. 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.
