RXRX Form 4: CEO Gibson Disposes 500K+ Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Christopher Gibson, who serves as Chief Executive Officer and a director of Recursion Pharmaceuticals (RXRX), reported multiple transactions dated 08/11/2025 on a Form 4. The filing states certain Class B shares automatically converted into Class A shares and that transactions were executed under a Rule 10b5-1 trading plan adopted May 12, 2025. The report discloses the sale of 500,300 Class A shares at $5.28 per share, a gift of 10,000 shares, and additional dispositions of 100,000 and 17,875 shares by entities controlled by Gibson. The filing also lists outstanding stock options with exercise prices and the number of derivative securities beneficially owned following the transactions, and it was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transactions executed under a Rule 10b5-1 trading plan adopted May 12, 2025, providing an affirmative-defense framework
• Automatic conversion of Class B Common Stock into Class A Common Stock is disclosed, clarifying change in share class composition
• Detailed disclosure of outstanding stock options (exercise prices and post-transaction beneficial ownership) enhances transparency

Negative

• Insider dispositions totaling at least 628,175 shares on 08/11/2025, including a 500,300-share sale at $5.28, which may be viewed negatively by some investors
• Transfers of shares to affiliated entities and a gift of 10,000 shares reduce the reporting person’s direct Class A holdings

Insights

Securities Analyst

TL;DR: CEO Christopher Gibson sold sizable blocks of stock under a 10b5-1 plan; transactions are disclosed and include conversions and option holdings.

The Form 4 shows routine but material insider activity: automatic conversion of Class B into Class A shares, several dispositions including a 500,300-share sale at $5.28, and a gift of 10,000 shares. Transactions were executed pursuant to a 10b5-1 plan adopted May 12, 2025, which typically signals pre-arranged sales rather than ad-hoc disposition. The filing also enumerates outstanding stock options with exercise prices and resulting beneficial ownership counts. For investors, the disclosure clarifies insider ownership changes and option exposure without providing additional corporate forecasts.

Corporate Governance Expert

TL;DR: Disclosure is complete and structured; conversions, entity holdings, and use of an attorney-in-fact are all reported.

The report identifies multiple ownership vehicles (LAHWRAN-3 LLC, LAHWRAN-4 LLC, Gibson Family Trust) and notes the reporting person is a member/manager or trustee of those entities. Automatic Class B-to-Class A conversions are explicitly noted and several sales were executed under a documented 10b5-1 plan. The filing is signed by an attorney-in-fact, consistent with delegated execution. From a governance standpoint, the Form 4 provides the standard elements required to assess insider alignment and potential conflicts, without showing any disclosed exceptions or omissions.

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		C(1)(2)		423,666	A	$0	1,504,919	D
Class A Common Stock	08/11/2025		S(2)		500,300	D	$5.28	1,004,619	D
Class A Common Stock	08/11/2025		G(2)(3)		10,000	D	$0	994,619	D
Class A Common Stock	08/11/2025		C(1)(2)		100,000	A	$0	100,000	I	by LAHWRAN-3 LLC(4)
Class A Common Stock	08/11/2025		S(2)		100,000	D	$5.28	0	I	by LAHWRAN-3 LLC(4)
Class A Common Stock	08/11/2025		C(1)(2)		17,875	A	$0	17,875	I	by Gibson Family Trust(5)
Class A Common Stock	08/11/2025		S(2)		17,875	D	$5.28	0	I	by Gibson Family Trust(5)

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	08/11/2025		C(1)(2)			423,666	(6)	(6)	Class A Common Stock	423,666	$0	5,473,034	D
Class B Common Stock	$0	08/11/2025		C(1)(2)			100,000	(6)	(6)	Class A Common Stock	100,000	$0	386,000	I	by LAHWRAN-3 LLC(4)
Class B Common Stock	$0	08/11/2025		C(1)(2)			17,875	(6)	(6)	Class A Common Stock	17,875	$0	50,000	I	by Gibson Family Trust(5)
Class B Common Stock	$0							(6)	(6)	Class A Common Stock	0		388,000	I	by LAHWRAN-4 LLC(7)
Stock Option (Right to Buy)	$7.25							(8)	02/03/2035	Class A Common Stock	0		1,050,567	D
Stock Option (Right to Buy)	$10.09							(9)	02/09/2034	Class A Common Stock	0		666,898	D
Stock Option (Right to Buy)	$8.55							(10)	02/01/2033	Class A Common Stock	0		813,600	D
Stock Option (Right to Buy)	$11.4							(11)	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							(12)	12/30/2030	Class A Common Stock	0		282,500	D

Explanation of Responses:

1. Represents the automatic conversion of Class B Common Stock into Class A Common Stock.

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

3. Represents the automatic conversion of Class B Common Stock into Class A Common Stock in connection with a bona-fide gift of shares by the Reporting Person

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 the Gibson Family Trust, of which the Reporting Person serves as Trustee.

6. 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.

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

8. 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.

9. 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.

10. 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.

11. 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.

12. 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	08/11/2025
	** 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 insider transactions did Recursion Pharmaceuticals (RXRX) report on 08/11/2025?

The Form 4 reports automatic conversions of Class B into Class A shares and dispositions including a 500,300-share sale at $5.28, a 10,000-share gift, and additional sales of 100,000 and 17,875 shares.

Were the trades by Christopher Gibson executed under a prearranged plan for RXRX?

Yes. The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted on May 12, 2025.

What is Christopher Gibson’s relationship to Recursion Pharmaceuticals in the Form 4?

The Form 4 identifies Christopher Gibson as both Chief Executive Officer and a Director of Recursion Pharmaceuticals.

Do the filings show any indirect ownership through entities for RXRX insider holdings?

Yes. The filing discloses holdings and transactions by LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust, and notes the reporting person’s roles with those entities.

Are there stock options disclosed in the Form 4 for RXRX and what details are given?

The Form 4 lists multiple stock options with exercise prices $7.25, $10.09, $8.55, $11.40, $2.48) and the number of derivative securities beneficially owned following the transactions as reported.