Gibson Christopher 4

4 · RECURSION PHARMACEUTICALS, INC. · Filed Feb 19, 2026

Research Summary

AI-generated summary of this filing

Updated Feb 20, 2026

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

What Happened

Christopher Gibson, a director of Recursion Pharmaceuticals (RXRX), recorded a series of transactions in mid‑February 2026. On Feb 17, 27,265 shares were withheld to satisfy tax withholding for net‑settled restricted stock units (RSUs) — 27,265 shares x $3.49 = $95,155 (tax withholding).
On Feb 19 the filing shows conversion(s) of derivative securities and an open‑market sale: 40,000 shares were converted (reported at $0.00) and 40,000 shares were sold in the open market at $3.46 each, producing proceeds of $138,400. The sale was reported as executed under a Rule 10b5‑1 trading plan.

Key Details

Transaction dates & prices:
- 2026-02-17: 27,265 shares withheld for tax @ $3.49 — $95,155 (code F; tax withholding for RSUs; footnote F1).
- 2026-02-19: Conversion(s) of derivative security — 40,000 shares reported converted @ $0.00 (code C; see footnote F2 re: Class B → Class A conversion).
- 2026-02-19: Open‑market sale — 40,000 shares @ $3.46 = $138,400 (code S; per a Rule 10b5‑1 plan — footnote F3).
Notable footnotes: F1 (net settlement/tax withholding), F2 (Class B convertible to Class A), F3 (10b5‑1 plan). Several other option/vesting footnotes appear in the filing but are not directly tied to these specific trades.
Shares owned after the transactions: Not specified in the excerpt provided.
Filing timeliness: Report filed 2026-02-19 for transactions on 2026-02-17 and 2026-02-19 — no late filing indicated in the provided data.

Context

The sequence (conversion of derivatives reported and immediate open‑market sale) resembles a conversion/exercise followed by a sale — i.e., shares converted from a derivative instrument and then sold. The Feb 17 RSU tax withholding is routine and not a market‑timing purchase signal.
The Feb 19 sale was executed under a pre‑existing 10b5‑1 plan (footnote F3), which is an automated plan that can reduce the appearance of timing‑based insider trades; such sales are often executed according to a preset formula rather than an insider’s ad‑hoc decision.

Insider Transaction Report

Form 4

Period: 2026-02-17

RECURSION PHARMACEUTICALS, INC.RXRX

Gibson Christopher

Director

Transactions

Tax Payment
Class A Common Stock
[F1]
2026-02-17$3.49/sh−27,265$95,155→ 906,556 total
Conversion
Class A Common Stock
[F2][F3]
2026-02-19+40,000→ 946,556 total
Sale
Class A Common Stock
[F3]
2026-02-19$3.46/sh−40,000$138,400→ 906,556 total
Conversion
Class B Common Stock
[F2]
2026-02-19−40,000→ 4,543,334 total
Exercise: $0.00→ Class A Common Stock (40,000 underlying)

Holdings

Class B Common Stock
[F2][F4]
(indirect: By LLC)
Exercise: $0.00→ Class A Common Stock (0 underlying)
386,000
Class B Common Stock
[F2][F5]
(indirect: By LLC)
Exercise: $0.00→ Class A Common Stock (0 underlying)
388,000
Class B Common Stock
[F2][F6]
(indirect: By Trust)
Exercise: $0.00→ Class A Common Stock (0 underlying)
50,000
Stock Option (Right to Buy)
[F7]
Exercise: $7.25Exp: 2035-02-03→ Class A Common Stock (0 underlying)
1,050,567
Stock Option (Right to Buy)
[F8]
Exercise: $10.09Exp: 2034-02-09→ Class A Common Stock (0 underlying)
666,898
Stock Option (Right to Buy)
[F9]
Exercise: $8.55Exp: 2033-02-01→ Class A Common Stock (0 underlying)
813,600
Stock Option (Right to Buy)
[F10]
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)
[F11]
Exercise: $2.48Exp: 2030-12-30→ Class A Common Stock (0 underlying)
282,500

Footnotes (11)

[F1]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.
[F10]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.
[F11]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]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.
[F3]This transaction is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.
[F4]The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager.
[F5]The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager.
[F6]The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee.
[F7]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.
[F8]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.
[F9]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.

Signature

/s/ Kyle Nelson, attorney-in-fact|2026-02-19

Documents

1 file

4
wk-form4_1771547448.xmlPrimary
FORM 4