Recursion (NASDAQ: RXRX) director sale under 10b5-1 trading plan

Rhea-AI Filing Summary

Recursion Pharmaceuticals director Christopher Gibson reported a planned share sale and related conversion. On January 20, 2026, he converted 40,000 shares of Class B Common Stock into 40,000 shares of Class A Common Stock at $0 per share pursuant to the Class B conversion feature. The same day, he sold 40,000 Class A shares at $4.47 per share under a Rule 10b5-1 trading plan adopted on May 12, 2025.

After these transactions, Gibson directly owned 913,839 shares of Class A Common Stock. He also reported additional indirect Class A holdings through entities he manages or serves as trustee, including 386,000 shares via LAHWRAN-3 LLC, 388,000 shares via LAHWRAN-4 LLC, and 50,000 shares via the Gibson Family Trust, as well as multiple outstanding stock options with various exercise prices and expirations.

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
Estimated average burden
hours per response:			0.5

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)
01/20/2026

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	01/20/2026		C(1)(2)		40,000	A	$0	953,839	D
Class A Common Stock	01/20/2026		S(2)		40,000	D	$4.47	913,839	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(1)	01/20/2026		C(1)(2)			40,000	(1)	(1)	Class A Common Stock	40,000	$0	4,623,334	D
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	0		386,000	I	by LAHWRAN-3 LLC(3)
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	0		388,000	I	by LAHWRAN-4 LLC(4)
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	0		50,000	I	by Gibson Family Trust(5)
Stock Option (Right to Buy)	$7.25							(6)	02/03/2035	Class A Common Stock	0		1,050,567	D
Stock Option (Right to Buy)	$10.09							(7)	02/09/2034	Class A Common Stock	0		666,898	D
Stock Option (Right to Buy)	$8.55							(8)	02/01/2033	Class A Common Stock	0		813,600	D
Stock Option (Right to Buy)	$11.4							(9)	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							(10)	12/30/2030	Class A Common Stock	0		282,500	D

Explanation of Responses:

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.

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

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

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

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

6. 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.

7. 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.

8. 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.

9. 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.

10. 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/Jonathan Golightly, attorney-in-fact	01/22/2026
	** 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 insider transactions did RXRX director Christopher Gibson report?

Christopher Gibson reported that on January 20, 2026 he converted 40,000 shares of Class B Common Stock into 40,000 shares of Class A Common Stock at $0, and then sold 40,000 Class A shares at $4.47 per share.

Was the January 20, 2026 RXRX insider sale under a 10b5-1 plan?

Yes. The filing states that the transaction was conducted under a Rule 10b5-1 trading plan adopted by Christopher Gibson on May 12, 2025.

How many RXRX shares does Christopher Gibson own directly after this Form 4?

Following the reported transactions, Christopher Gibson directly beneficially owned 913,839 shares of Class A Common Stock of Recursion Pharmaceuticals.

What indirect RXRX holdings does Christopher Gibson report through related entities?

The filing shows indirect beneficial ownership of 386,000 Class A shares via LAHWRAN-3 LLC, 388,000 Class A shares via LAHWRAN-4 LLC, and 50,000 Class A shares via the Gibson Family Trust.

What is the relationship between RXRX Class B and Class A Common Stock in this filing?

The footnotes state that 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.

What stock options in RXRX does Christopher Gibson report holding?

The Form 4 lists several stock options (rights to buy Class A Common Stock) with exercise prices ranging from $2.48 to $11.40 per share and expiration dates from December 30, 2030 to February 3, 2035, subject to monthly vesting schedules described in the footnotes.

What is Christopher Gibson’s role at Recursion Pharmaceuticals (RXRX)?

In this filing, Christopher Gibson is identified as a director of Recursion Pharmaceuticals, Inc.