RXRX insider report: Khan RSU tax withholding and sale in Aug 2025

Rhea-AI Filing Summary

Reporting person: Najat Khan, Chief R&D Commercial Officer and Director of Recursion Pharmaceuticals (RXRX). The Form 4 discloses two non-derivative transactions in Class A common stock in August 2025. On 08/15/2025, 3,789 shares were withheld by the issuer to satisfy tax withholding related to net-settled restricted stock units at a price of $5.64, reducing beneficial ownership to 704,796 shares (direct). On 08/18/2025, 36,599 shares were sold by the issuer to satisfy tax withholding on vested restricted stock units at an effective price of $5.524, leaving 668,197 shares beneficially owned (direct). The form is signed by an attorney-in-fact on 08/19/2025. No derivative transactions are reported.

Insights

Securities Analyst

TL;DR Insider tax-withholding transactions reduced direct holdings; transactions appear administrative rather than liquidity-driven.

The Form 4 shows two administrative transactions executed by the issuer to satisfy tax obligations tied to restricted stock unit vesting: a withholding of 3,789 shares on 08/15/2025 at $5.64 and a sale of 36,599 shares on 08/18/2025 at $5.524. Both actions are described as tax withholding/remittance; no options, exercises, or discretionary open-market sales by the reporting person are disclosed. From a trading-impact perspective, these are routine settlement actions by the company and typically carry limited informational value about insider intent.

Corporate Governance Expert

TL;DR Disclosures are consistent with standard post-vesting tax withholding and company-administered share sales.

The filing identifies Najat Khan as a director and officer and documents that shares were either withheld or sold by the issuer to satisfy tax liabilities arising from RSU vesting. The explanations on the form explicitly state the withholding and required sale purposes. The form includes a dated signature by an attorney-in-fact. There are no indications of additional compensatory arrangements or material changes to beneficial ownership structure beyond the reported share counts.

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).

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^*

Khan Najat

(Last) (First) (Middle)

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 R&D Commercial 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)		3,789	D	$5.64	704,796	D
Class A Common Stock	08/18/2025		S(2)		36,599	D	$5.524	668,197	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.

2. Represents shares that have been required to be sold by the Issuer to satisfy the tax withholding and remittance obligations in connection with the vesting 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 transactions did Najat Khan report on the Form 4 for RXRX?

The Form 4 reports a withholding of 3,789 shares on 08/15/2025 at $5.64 and a sale of 36,599 shares on 08/18/2025 at $5.524, both to satisfy tax withholding related to RSU vesting.

How many shares does Najat Khan beneficially own after these transactions?

After the 08/18/2025 transaction, Najat Khan beneficially owned 668,197 shares of Class A common stock (direct ownership).

Were any derivative securities reported by the insider in this filing?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this Form 4.

Why were shares withheld or sold according to the Form 4 explanations?

The filing states shares were withheld by the issuer and required to be sold by the issuer to satisfy the issuer’s tax withholding and remittance obligations in connection with RSU net settlement and vesting.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Kyle Nelson, attorney-in-fact on 08/19/2025.