Recursion Pharmaceuticals, Inc. SEC Filings

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.

Recursion Pharmaceuticals (RXRX) Form 4: The company's Chief Financial Officer, Ben R. Taylor, reported a transaction dated 08/15/2025 in which 11,908 shares of Class A common stock were disposed of at $5.64 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations related to net settlement of restricted stock units. After the withholding, the reporting person beneficially owned 811,226 shares, held directly. The Form 4 was signed via attorney-in-fact on 08/19/2025.

Recursion Pharmaceuticals insider sale via net-settlement of RSUs. The company reports that Christopher Gibson, CEO and Director, had 40,390 shares of Class A common stock withheld to satisfy tax withholding in connection with a net settlement of restricted stock units, at an effective price of $5.64 per share. After the withholding the reporting person beneficially owns 954,229 shares, held directly. The filing shows no other non-derivative or derivative transactions disclosed and includes a signature by an attorney-in-fact.

Reporting person: Najat Khan, Chief R&D Commercial Officer and Director of Recursion Pharmaceuticals (RXRX). The Form 4 discloses two non-derivative transactions in Class A common stock in August 2025. On 08/15/2025, 3,789 shares were withheld by the issuer to satisfy tax withholding related to net-settled restricted stock units at a price of $5.64, reducing beneficial ownership to 704,796 shares (direct). On 08/18/2025, 36,599 shares were sold by the issuer to satisfy tax withholding on vested restricted stock units at an effective price of $5.524, leaving 668,197 shares beneficially owned (direct). The form is signed by an attorney-in-fact on 08/19/2025. No derivative transactions are reported.

Recursion Pharmaceuticals (RXRX) filed a Form 144 reporting a proposed sale of 36,599 Class A shares with an aggregate market value of $202,169.22. The shares are scheduled for sale on or about 08/18/2025 on NASDAQ. The filer acquired the shares through restricted stock vesting on 08/15/2025 and received them as compensation. The filing discloses no securities sold by the person in the past three months and includes the standard signature representation about lack of undisclosed material information.

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.

Recursion Pharmaceuticals filed a Form 144 reporting a proposed sale of 617,875 Class A shares through Fidelity Brokerage Services with an aggregate market value of $3,262,380 and an approximate sale date of 08/11/2025 on NASDAQ. The company has 427,312,960 Class A shares outstanding, so the planned sale represents about 0.14% of outstanding shares.

The filing discloses the securities were largely acquired as compensation: restricted stock vesting on 08/15/2024 (7,213 shares), 11/15/2024 (26,037), 02/01/2025 (11,240), 02/15/2025 (42,144), plus founders shares from 09/01/2016 (531,241). The filer reports no sales in the past three months and includes the standard representation about material nonpublic information.