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RECURSION PHARMACEUTICALS, INC.·4

May 27, 4:15 PM ET

Gibson Christopher 4

4 · RECURSION PHARMACEUTICALS, INC. · Filed May 27, 2026

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), sold 40,000 shares in an open‑market transaction on May 22, 2026, at $3.08 per share for proceeds of $123,200.
  • The filing also shows conversion entries: 40,000 shares were converted from Class B Common Stock into Class A Common Stock (reported at $0.00 because this was a share‑class conversion, not a cash purchase), and those converted shares were then sold. The conversion is 1:1 per the filing footnotes.
  • This is a sale (liquidity event) executed under a prearranged Rule 10b5‑1 trading plan adopted by Gibson on May 12, 2025.

Key Details

  • Transaction date: May 22, 2026. Sale price: $3.08 per share. Proceeds: $123,200.
  • Reported actions: conversion of 40,000 Class B shares to Class A (C, reported at $0.00) and an open‑market sale of 40,000 Class A shares (S).
  • 10b5‑1 plan: The sale was made pursuant to a Rule 10b5‑1 trading plan (footnote F1).
  • Share‑class conversion: Each Class B share converts into one Class A share (footnotes F2/F3); conversion entries reflect that conversion rather than a paid acquisition.
  • Holdings after the transaction: Not specified in the provided Form 4 summary. The filing references holdings held through related entities (LAHWRAN‑3 LLC, LAHWRAN‑4 LLC) and the Gibson Family Trust (footnotes F4–F6).
  • Filing: Form 4 filed May 27, 2026 (accession 0001856369-26-000019). The provided data does not flag a late‑report code.

Context

  • This was not an options exercise for cash: the $0.00 conversion amounts reflect share‑class conversion (Class B → Class A), not a zero‑cost acquisition of new economic value.
  • The sale was executed under a preexisting 10b5‑1 plan, which is a predetermined trading arrangement often used to avoid the appearance of trading on material, nonpublic information.
  • Sales by insiders are often routine liquidity events; they do not, by themselves, prove a change in the insider’s view of the company.

Insider Transaction Report

Form 4
Period: 2026-05-22
RECURSION PHARMACEUTICALS, INC.RXRX
Gibson Christopher
Director
Transactions
  • Conversion

    Class A Common Stock

    [F1][F2]
    2026-05-22+40,000→ 923,735 total
  • Sale

    Class A Common Stock

    [F1]
    2026-05-22$3.08/sh−40,000$123,200→ 883,735 total
  • Conversion

    Class B Common Stock

    [F3][F1][F2]
    2026-05-22−40,000→ 4,303,334 total
    Exercise: $0.00→ Class A Common Stock (40,000 underlying)
Holdings

  • Class B Common Stock

    [F3][F4]
    (indirect: By LLC)
    Exercise: $0.00→ Class A Common Stock (0 underlying)
    386,000

  • Class B Common Stock

    [F3][F5]
    (indirect: By LLC)
    Exercise: $0.00→ Class A Common Stock (0 underlying)
    388,000

  • Class B Common Stock

    [F3][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]This transaction is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.
  • [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]Represents the automatic conversion of Class B Common Stock into Class A Common Stock in connection with a sale of the shares by the Reporting Person. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
  • [F3]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.
  • [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/Jonathan Golightly, attorney-in-fact|2026-05-26

Documents

1 file
  • 4
    wk-form4_1779912912.xmlPrimary

    FORM 4