Recursion Pharmaceuticals (RXRX) CEO gets 1,673,546-share RSU grant

Rhea-AI Filing Summary

Recursion Pharmaceuticals, Inc. reported new equity awards to its CEO and President, Najat Khan. On February 6, 2026, Khan received 1,673,546 shares of Class A common stock for no cash cost through restricted stock units. An additional 30,346 RSU-based shares vested immediately on the grant date.

The large RSU grant vests in equal sixteenth portions, starting May 15, 2026 and then every three months. To cover taxes on these equity awards, 10,364 shares were withheld at a price of $3.98 per share. After these transactions, Khan directly owned 2,304,663 Class A common shares.

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)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		A(1)		1,673,546	A	$0	2,284,681	D
Class A Common Stock	02/06/2026		A(2)		30,346	A	$0	2,315,027	D
Class A Common Stock	02/06/2026		F(3)		10,364	D	$3.98	2,304,663	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. This RSU vests as to one one-sixteenth (1/16th) of the units subject the RSU on May 15, 2026 and every three months thereafter.

2. This RSU vested immediately upon the grant date.

3. 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	02/10/2026
	** 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).
** 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 does the RXRX Form 4 filed for Najat Khan report?

The Form 4 reports equity compensation grants to CEO Najat Khan. On February 6, 2026, she received large Class A common stock awards via restricted stock units, plus an immediately vesting RSU grant, and had shares withheld at $3.98 to satisfy tax obligations tied to those awards.

How many RXRX shares were granted to CEO Najat Khan on February 6, 2026?

Najat Khan was granted 1,673,546 Class A common shares via RSUs. These shares were received at a price of $0 per share as part of her compensation. The RSUs vest in installments beginning May 15, 2026 and then every three months thereafter.

What are the vesting terms of Najat Khan’s main RSU award at Recursion (RXRX)?

The main RSU grant vests in 16 equal quarterly installments. One sixteenth of the 1,673,546-unit award vests on May 15, 2026, with additional one-sixteenth portions vesting every three months after that date, subject to the RSU’s stated conditions.

Why were 10,364 RXRX shares sold at $3.98 in Najat Khan’s Form 4?

The 10,364 shares at $3.98 were withheld for taxes. These shares were not an open-market sale but were retained by the issuer to satisfy its tax withholding and remittance obligations related to the net settlement of restricted stock units.

How many RXRX shares does Najat Khan own after these Form 4 transactions?

After the reported transactions, Najat Khan owned 2,304,663 shares. This figure reflects her direct beneficial ownership of Class A common stock following the RSU grants, immediate vesting, and the 10,364 shares withheld for tax obligations at $3.98 per share.

What immediately vested RSU award did Najat Khan receive from Recursion (RXRX)?

She received an RSU award for 30,346 shares that vested immediately. This grant converted into Class A common stock on the February 6, 2026 grant date at a price of $0 per share, increasing her direct beneficial ownership before tax-related share withholding.