Director at Recursion Pharmaceuticals (NASDAQ: RXRX) sells 40,000 shares

Rhea-AI Filing Summary

Recursion Pharmaceuticals director Christopher Gibson reported multiple share transactions. He converted 40,000 shares of Class B Common Stock into 40,000 shares of Class A Common Stock, then sold 40,000 Class A shares at $3.46 each under a Rule 10b5-1 trading plan. Separately, 27,265 Class A shares were disposed of to cover tax withholding on restricted stock units.

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

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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).

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)
02/17/2026

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	02/17/2026		F(1)		27,265	D	$3.49	906,556	D
Class A Common Stock	02/19/2026		C(2)(3)		40,000	A	$0	946,556	D
Class A Common Stock	02/19/2026		S(3)		40,000	D	$3.46	906,556	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(2)	02/19/2026		C			40,000	(2)	(2)	Class A Common Stock	40,000	$0	4,543,334	D
Class B Common Stock	$0							(2)	(2)	Class A Common Stock	0		386,000	I	by LAHWRAN-3 LLC(4)
Class B Common Stock	$0							(2)	(2)	Class A Common Stock	0		388,000	I	by LAHWRAN-4 LLC(5)
Class B Common Stock	$0							(2)	(2)	Class A Common Stock	0		50,000	I	by Gibson Family Trust(6)
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)	$10.09							(8)	02/09/2034	Class A Common Stock	0		666,898	D
Stock Option (Right to Buy)	$8.55							(9)	02/01/2033	Class A Common Stock	0		813,600	D
Stock Option (Right to Buy)	$11.4							(10)	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							(11)	12/30/2030	Class A Common Stock	0		282,500	D

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.

2. 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.

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

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

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

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

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 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.

9. 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.

10. 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.

11. 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	02/19/2026
	** 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).
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FAQ

What insider transactions did Christopher Gibson report at RXRX?

Christopher Gibson reported several transactions involving Recursion Pharmaceuticals (RXRX) stock. He converted 40,000 Class B shares into Class A shares, sold 40,000 Class A shares at $3.46 each, and disposed of 27,265 Class A shares to satisfy tax withholding on restricted stock units.

How many Recursion Pharmaceuticals shares did the director sell and at what price?

The director sold 40,000 shares of Recursion Pharmaceuticals Class A Common Stock at $3.46 per share. This open-market or private transaction was reported with transaction code “S” and formed part of his disclosed trading activity on the reported date.

What does the derivative conversion in the RXRX Form 4 mean?

The Form 4 shows a conversion of 40,000 Class B Common shares into 40,000 Class A Common shares. Each Class B share is convertible into one Class A share at the holder’s option and has no expiration date, as described in the filing footnotes.

Were any Recursion Pharmaceuticals shares disposed for tax withholding?

Yes. The filing reports that 27,265 Class A shares were disposed of with transaction code “F”. Footnotes explain these shares were withheld by the issuer to satisfy tax withholding and remittance obligations tied to the net settlement of restricted stock units.

Was the RXRX share sale by Christopher Gibson under a 10b5-1 plan?

Yes. A footnote states the sale transaction was made under a Rule 10b5-1 trading plan adopted by Christopher Gibson on May 12, 2025. Such pre-arranged plans allow insiders to systematically sell shares according to predetermined instructions.

How many Recursion Class A shares does the director hold after these transactions?

After the reported transactions, Christopher Gibson directly holds 906,556 shares of Recursion Pharmaceuticals Class A Common Stock. This figure comes from the post-transaction ownership total disclosed alongside the sale and related disposition entries in the Form 4.