Recursion (RXRX) Insider Report: Gibson Converts and Sells 100k Shares

Rhea-AI Filing Summary

Christopher Gibson, Chief Executive Officer and Director of Recursion Pharmaceuticals (RXRX), reported transactions dated 08/26/2025. The filing shows a conversion/acquisition of 100,000 shares (reported as Class A Common Stock acquired at $0) and a contemporaneous sale of 100,000 Class A shares at $4.84 each, leaving him with 954,229 Class A shares following the sale. The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted May 12, 2025. The report also lists multiple derivative holdings and stock options with exercise prices and outstanding amounts, including options exercisable for 1,050,567, 666,898, 813,600, 399,002, 5,436, and 282,500 Class A shares at various strike prices. Certain shares are held indirectly through entities and trusts for which Gibson is a manager or trustee.

Positive

• Transaction executed under Rule 10b5-1 plan, indicating pre-arranged trading and procedural compliance
• Detailed disclosure of indirect holdings through LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust
• Comprehensive listing of outstanding stock options with exercise prices and vesting notes for investor clarity

Negative

• Insider sale of 100,000 shares at $4.84 each, which represents insider liquidity rather than new insider buying

Insights

Financial Analyst

TL;DR: Routine insider activity: conversion and a sale executed under a pre-established 10b5-1 plan; overall ownership remains substantial.

The Form 4 discloses that Christopher Gibson executed a conversion/acquisition of 100,000 Class A shares and sold 100,000 Class A shares on 08/26/2025, with the sale priced at $4.84 per share. The filing explicitly notes the trades were pursuant to a Rule 10b5-1 trading plan adopted May 12, 2025, which indicates the sale was prearranged rather than ad hoc. Gibson retains significant equity exposure through direct holdings and substantial outstanding stock options across multiple strike prices. For investors, this is a transparent, preplanned liquidity event rather than an unscheduled insider disposition.

Corporate Governance Expert

TL;DR: Governance signals are neutral: transactions occurred under an acknowledged 10b5-1 plan and include indirect holdings via affiliated entities.

The filing identifies Gibson as both CEO and a director and discloses indirect ownership through LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust, with explicit statements of his roles (member/manager/trustee). The use of a documented 10b5-1 plan and the attorney-in-fact signature provide procedural compliance. The report lists multiple option grants with vesting schedules and varying exercise prices, which are clearly itemized. These disclosures align with standard governance transparency for executive transactions.

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)
08/26/2025

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	08/26/2025		C(1)(2)		100,000	A	$0	1,054,229	D
Class A Common Stock	08/26/2025		S(2)		100,000	D	$4.84	954,229	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	08/26/2025		C(1)(2)			100,000	(1)	(1)	Class A Common Stock	100,000	$0	5,373,034	D
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	386,000		386,000	I	by LAHWRAN-3 LLC(3)
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	50,000		50,000	I	by Gibson Family Trust(4)
Class B Common Stock	$0							(1)	(1)	Class A Common Stock	0		388,000	I	by LAHWRAN-4 LLC(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 the Gibson Family Trust, of which the Reporting Person serves as Trustee.

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

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/ Kyle Nelson, attorney-in-fact	08/28/2025
	** 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

Who filed the Form 4 for RXRX?

The Form 4 was filed on behalf of Christopher Gibson, Chief Executive Officer and Director of Recursion Pharmaceuticals (RXRX).

What transactions did the insider report on 08/26/2025 for RXRX?

The filing reports an acquisition/conversion of 100,000 Class A shares at $0 and a sale of 100,000 Class A shares at $4.84 per share on 08/26/2025.

Were the trades executed under a prearranged trading plan for RXRX?

Yes. The Form 4 states the transactions were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 12, 2025.

How many Class A shares did Christopher Gibson own after the reported transactions?

Following the reported transactions, Gibson beneficially owned 954,229 Class A shares.

Does the filing disclose stock options for the RXRX reporting person?

Yes. The filing lists multiple stock options with exercise prices and outstanding amounts, including options exercisable for 1,050,567, 666,898, 813,600, 399,002, 5,436, and 282,500 Class A shares.