Gibson Christopher 4

4 · RECURSION PHARMACEUTICALS, INC. · Filed Feb 6, 2026

Research Summary

AI-generated summary of this filing

Updated Feb 6, 2026

Recursion (RXRX) Director Christopher Gibson Sells 40,000 Shares

What Happened

Christopher Gibson, a director of Recursion Pharmaceuticals (RXRX), converted 40,000 Class B shares into Class A common stock and sold those 40,000 shares in an open-market transaction on Feb 4, 2026 at $4.12 each, generating $164,800 in proceeds. On Feb 6, 2026 he was granted/issued 30,346 restricted stock units (RSUs) that vested immediately; 10,364 of those shares were withheld to satisfy tax withholding (valued at $3.56 each, $36,896), leaving 19,982 net shares issued to him.

Key Details

Transaction dates and prices:
- Feb 4, 2026: Conversion of 40,000 Class B → Class A (derivative conversion) and sale of 40,000 shares at $4.12 ($164,800) — sale executed pursuant to a Rule 10b5-1 plan adopted May 12, 2025 (F2, F1).
- Feb 6, 2026: Grant/vesting of 30,346 RSUs (vested immediately per F3); 10,364 shares withheld for taxes at $3.56 ($36,896) (F4).
Transaction codes: C = conversion of derivative security; S = sale; A = award/grant; F = shares withheld for taxes.
Shares owned after the transactions: Not disclosed in this filing.
Filing timing: Report filed Feb 6, 2026 covering Feb 4–6 transactions; no late filing indicated (Form 4 is generally due within two business days).
Notable footnotes: Class B shares are convertible into Class A at holder’s option with no expiration (F1). Sale was under a pre-established 10b5-1 trading plan (F2). RSU vested immediately (F3) and shares were withheld to cover tax withholding (F4).

Context

The Feb 4 sale was carried out under a pre-set 10b5-1 plan, which is a routine mechanism insiders use to sell shares and typically reduces concerns about opportunistic timing.
The Feb 6 activity reflects an RSU vesting with net settlement (shares withheld to pay taxes), not a voluntary market sale of those vested shares.
Purchases are usually viewed as stronger bullish signals than sales; here the notable cash event is the planned sale (40,000 shares).

Insider Transaction Report

Form 4

Period: 2026-02-04

RECURSION PHARMACEUTICALS, INC.RXRX

Gibson Christopher

Director

Transactions

Conversion
Class A Common Stock
[F1][F2]
2026-02-04+40,000→ 953,839 total
Sale
Class A Common Stock
[F2]
2026-02-04$4.12/sh−40,000$164,800→ 913,839 total
Award
Class A Common Stock
[F3]
2026-02-06+30,346→ 944,185 total
Tax Payment
Class A Common Stock
[F4]
2026-02-06$3.56/sh−10,364$36,896→ 933,821 total
Conversion
Class B Common Stock
[F1]
2026-02-04−40,000→ 4,583,334 total
Exercise: $0.00→ Class A Common Stock (40,000 underlying)

Holdings

Class B Common Stock
[F1][F5]
(indirect: By LLC)
Exercise: $0.00→ Class A Common Stock (0 underlying)
386,000
Class B Common Stock
[F1][F6]
(indirect: By LLC)
Exercise: $0.00→ Class A Common Stock (0 underlying)
388,000
Class B Common Stock
[F1][F7]
(indirect: By Trust)
Exercise: $0.00→ Class A Common Stock (0 underlying)
50,000
Stock Option (Right to Buy)
[F8]
Exercise: $7.25Exp: 2035-02-03→ Class A Common Stock (0 underlying)
1,050,567
Stock Option (Right to Buy)
[F9]
Exercise: $10.09Exp: 2034-02-09→ Class A Common Stock (0 underlying)
666,898
Stock Option (Right to Buy)
[F10]
Exercise: $8.55Exp: 2033-02-01→ Class A Common Stock (0 underlying)
813,600
Stock Option (Right to Buy)
[F11]
Exercise: $11.40Exp: 2032-02-04→ Class A Common Stock (0 underlying)
399,002
Stock Option (Right to Buy)
Exercise: $11.40From: 2022-02-04Exp: 2032-02-04→ Class A Common Stock (0 underlying)
5,436
Stock Option (Right to Buy)
[F12]
Exercise: $2.48Exp: 2030-12-30→ Class A Common Stock (0 underlying)
282,500

Footnotes (12)

[F1]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.
[F10]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.
[F11]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.
[F12]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.
[F2]This transaction is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.
[F3]This RSU vested immediately upon the grant date.
[F4]Represents shares that have been withheld by the Issuer to satisfy its tax withholding and remittance obligations in connection with the net settlement of restricted stock units.
[F5]The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager.
[F6]The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager.
[F7]The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee.
[F8]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.
[F9]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.

Signature

/s/ Kyle Nelson, attorney-in-fact|2026-02-06

Documents

1 file

4
wk-form4_1770418417.xmlPrimary
FORM 4