Recursion (RXRX) Form 4 — RSU Withholding Reduces CEO Holdings to 954,229

Rhea-AI Filing Summary

Recursion Pharmaceuticals insider sale via net-settlement of RSUs. The company reports that Christopher Gibson, CEO and Director, had 40,390 shares of Class A common stock withheld to satisfy tax withholding in connection with a net settlement of restricted stock units, at an effective price of $5.64 per share. After the withholding the reporting person beneficially owns 954,229 shares, held directly. The filing shows no other non-derivative or derivative transactions disclosed and includes a signature by an attorney-in-fact.

Positive

• Timely disclosure of insider share withholding on Form 4, supporting regulatory compliance
• Transaction was tax withholding related to RSU net settlement rather than an open-market sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale of RSUs by CEO, disclosed on Form 4; limited governance signal.

The transaction represents a common administrative outcome when restricted stock units vest and the company withholds shares to cover taxes rather than selling in the open market. Because the shares were withheld to satisfy tax obligations, this is not an open-market disposition reflecting a voluntary cash sale by the insider. Beneficial ownership remains substantial at 954,229 shares, indicating continued alignment with shareholders. Documentation and timely Form 4 disclosure support compliance with Section 16 reporting obligations.

Securities Analyst

TL;DR: Transaction is an internal tax-withholding event; limited immediate market impact and no derivatives activity reported.

The report lists a single non-derivative entry: 40,390 Class A shares withheld at $5.64 per share, reducing the reporting person’s direct holdings to 954,229 shares. There are no derivative securities reported in Table II and no indication of open-market sales or acquisitions. This pattern typically has negligible effect on free float or market supply. The presence of an attorney-in-fact signature indicates procedural handling of the filing rather than substantive transaction complexity.

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

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)
08/15/2025

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	08/15/2025		F(1)		40,390	D	$5.64	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

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy its tax withholding and remittance obligations in connection with the net settlement of restricted stock units.

Remarks:

	/s/ Kyle Nelson, attorney-in-fact	08/19/2025
	** 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).
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 did the Form 4 for RXRX disclose about Christopher Gibson's transaction?

The Form 4 shows 40,390 Class A shares were withheld to satisfy tax obligations from an RSU net settlement at $5.64 per share; beneficial ownership after the transaction is 954,229 shares.

Was this an open-market sale by the insider (RXRX)?

No. The filing states the shares were withheld by the issuer to satisfy tax withholding related to net settlement of restricted stock units, not an open-market disposition.

Are any derivative transactions reported for RXRX in this filing?

No derivative securities are reported in Table II of the Form 4; only a non-derivative withholding of common stock is shown.

How does this transaction affect the insider's beneficial ownership in RXRX?

After the withholding, the reporting person directly beneficially owns 954,229 shares as reported on the Form 4.

Who signed the Form 4 for this RXRX filing?

The Form 4 shows a signature by an attorney-in-fact, indicating the filing was executed on behalf of the reporting person.