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4//SEC Filing

Gibson Christopher 4

Accession 0001856369-26-000005

CIK 0001601830other
View on SEC.govCompany Profile

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 7:34 PM ET

Size

21.7 KB

Accession

0001856369-26-000005

Research Summary

AI-generated summary of this filing

Updated

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

What Happened
Christopher Gibson, a director of Recursion Pharmaceuticals (RXRX), converted 40,000 shares of Class B common stock into Class A common stock (no cash consideration) and sold 40,000 shares in the open market on Jan 20, 2026 at $4.47 per share, generating $178,800 in proceeds. The Form 4 shows conversion (transaction code C) and a market sale (transaction code S) the same day — effectively a conversion followed by an immediate sale.

Key Details

  • Transaction date: 2026-01-20; Form 4 filed 2026-01-22 (filed within the typical two-business-day window).
  • Sale: 40,000 shares at $4.47 each; proceeds $178,800.
  • Conversions: two conversion (C) entries for 40,000 shares at $0 — one reflects acquisition of Class A on conversion; the other reflects the derivative disposition related to that conversion.
  • Notable footnotes:
    • F1: Class B common is convertible into Class A at the holder’s option (no expiration).
    • F2: The sale was made pursuant to a pre-established Rule 10b5-1 trading plan adopted May 12, 2025.
  • Shares owned after the transaction: not specified in the provided excerpt of the filing.

Context

  • This was a sale, not a purchase—sales are common for insiders for diversification or liquidity and do not alone indicate company performance.
  • The conversion + same-day sale functioned like a cashless exercise/transfer: the director converted Class B into Class A and sold the resulting shares.
  • The use of a 10b5-1 plan means the sale was executed under a prearranged trading program, which can reduce insider-timing concerns.

Insider Transaction Report

Form 4
Period: 2026-01-20
RECURSION PHARMACEUTICALS, INC.RXRX
Gibson Christopher
Director
Transactions
  • Conversion

    Class A Common Stock

    [F1][F2]
    2026-01-20+40,000→ 953,839 total
  • Sale

    Class A Common Stock

    [F2]
    2026-01-20$4.47/sh−40,000$178,800→ 913,839 total
  • Conversion

    Class B Common Stock

    [F1][F2]
    2026-01-20−40,000→ 4,623,334 total
    Exercise: $0.00→ Class A Common Stock (40,000 underlying)
Holdings

  • Class B Common Stock

    [F1][F3]
    (indirect: By LLC)
    Exercise: $0.00→ Class A Common Stock (0 underlying)
    386,000

  • Class B Common Stock

    [F1][F4]
    (indirect: By LLC)
    Exercise: $0.00→ Class A Common Stock (0 underlying)
    388,000

  • Class B Common Stock

    [F1][F5]
    (indirect: By Trust)
    Exercise: $0.00→ Class A Common Stock (0 underlying)
    50,000

  • Stock Option (Right to Buy)

    [F6]
    Exercise: $7.25Exp: 2035-02-03→ Class A Common Stock (0 underlying)
    1,050,567

  • Stock Option (Right to Buy)

    [F7]
    Exercise: $10.09Exp: 2034-02-09→ Class A Common Stock (0 underlying)
    666,898

  • Stock Option (Right to Buy)

    [F8]
    Exercise: $8.55Exp: 2033-02-01→ Class A Common Stock (0 underlying)
    813,600

  • Stock Option (Right to Buy)

    [F9]
    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)

    [F10]
    Exercise: $2.48Exp: 2030-12-30→ Class A Common Stock (0 underlying)
    282,500
Footnotes (10)
  • [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, 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]The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager.
  • [F4]The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager.
  • [F5]The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]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.
Signature
/s/Jonathan Golightly, attorney-in-fact|2026-01-22

Documents

1 file

Issuer

RECURSION PHARMACEUTICALS, INC.

CIK 0001601830

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Entity typeother

Related Parties

1
  • filerCIK 0001856369

Filing Metadata

Form type
4
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 7:34 PM ET
Size
21.7 KB
View on SEC.gov