Recursion Pharmaceuticals, Inc. SEC Filings

Dean Y. Li, a director of Recursion Pharmaceuticals, Inc. (RXRX), acquired 1,961 shares of Class A common stock on 10/01/2025 at a reported price of $0 under the company’s Outside Director Compensation Policy. After the issuance, Mr. Li directly beneficially owns 1,238,528 shares. The filing also discloses indirect holdings: 1,422,048 shares held by the Dean Y. Li Revocable Trust, 136,981 shares held by the Dean Y. Li GRAT, and 421,000 shares held by the Dean Y. Li 2021 Family Trust. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Dar Zavain, a director of Recursion Pharmaceuticals (RXRX), reported acquiring 2,941 shares of Class A common stock on 10/01/2025. The shares were issued $0 under the issuer's Outside Director Compensation Policy. After the transaction, the reporting person beneficially owned 138,758 shares. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 10/03/2025. This filing discloses routine director compensation in equity form.

Christopher Gibson, Chief Executive Officer and Director of Recursion Pharmaceuticals (RXRX), reported transactions dated 09/25/2025. The report shows the acquisition and simultaneous disposition of 100,000 shares of Class A common stock: a conversion/acquisition recorded at $0 and a sale of 100,000 shares at $4.76 per share, reducing his direct beneficial ownership of Class A shares from 1,054,229 to 954,229. The filing states the sale was made pursuant to a Rule 10b5-1 trading plan adopted May 12, 2025. The report also lists indirect holdings through LAHWRAN-3 LLC, LAHWRAN-4 LLC and the Gibson Family Trust, and multiple outstanding stock options and convertible Class B shares that are convertible one-for-one into Class A shares. The form is signed by an attorney-in-fact on 09/26/2025.

Recursion Pharmaceuticals, Inc. (RXRX) Form 144 filed reporting a proposed sale of 100,000 Class A shares through Fidelity Brokerage Services with an approximate aggregate market value of $476,000, with an approximate sale date of 09/25/2025 on NASDAQ. The filing states the shares were originally acquired as Founders Shares on 09/01/2016 and were issued as compensation. The notice also discloses prior sales by related parties during the past three months totaling 817,875 Class A shares for gross proceeds of $3,386,380.00. The signer represents no undisclosed material adverse information exists and includes the standard attestation language required under Rule 144.

Recursion Pharmaceuticals insider transaction: The company's Chief Financial Officer reported a non-derivative transaction in the company's Class A common stock. The filing shows 7,057 shares were withheld as part of net settlement of restricted stock units to satisfy tax withholding at an average price of $4.83 per share, leaving the reporting person with 804,169 shares beneficially owned following the transaction. The filing identifies the transaction as an issuer withholding related to equity compensation rather than an open-market sale.

Form 144 notice for Recursion Pharmaceuticals, Inc. (RXRX) reporting a proposed sale of 100,000 Class A shares through Fidelity Brokerage Services on 09/10/2025 with an aggregate market value of $471,000. The filing shows these shares were acquired as Founders Shares on 09/01/2016 and listed as compensation with 100,000 units subject to sale.

The filing also discloses securities sold in the past three months by related parties: Christopher C. Gibson sold 500,000 shares on 08/11/2025 for $2,640,000 and 100,000 shares on 08/26/2025 for $484,000; Gibson Family Trust sold 17,875 shares on 08/11/2025 for $94,380; Lahwran-3 LLC sold 100,000 shares on 08/11/2025 for $528,000. The filing lists 427,312,960 Class A shares outstanding.

Recursion Pharmaceuticals amended its Form 8-K to report issuance and registration of contingent consideration tied to its ENPP1 JV acquisition. The company completed a GLP toxicology study milestone and on August 27, 2025 issued 2,397,023 Contingent Shares at a per-share price of $5.2148 (calculated from the $12,500,000 milestone). Earlier, on July 8, 2025 the company issued 1,457,952 Initial Shares as part of the Membership Interest Purchase Agreement that made ENPP1 JV an indirect wholly-owned subsidiary. Recursion also filed a prospectus supplement to register the 2,397,023 Contingent Shares for resale and attached a legal opinion from Wilson Sonsini regarding the legality of the shares.

Recursion Pharmaceuticals entered into a Purchase Agreement on July 8, 2025 under which its indirect wholly owned subsidiary acquired 50% of RE Ventures I, LLC by paying cash and issuing Class A Common Stock as consideration. On July 8, 2025 the company issued 1,457,952 shares to the seller as partial consideration. Contingent milestones were satisfied on August 25, 2025, and on August 27, 2025 Recursion issued an additional 2,397,023 shares calculated as $12,500,000 divided by a VWAP of $5.2148 (seven trading days ending August 22, 2025). The prospectus supplement permits the named selling stockholder to sell some or all of the Shares on Nasdaq or other venues by various methods and receive net proceeds. The filing incorporates audited financial statements and notes reliance on PricewaterhouseCoopers LLP, whose report included an adverse opinion on internal control over financial reporting for the year ended December 31, 2024.

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.