SCHEDULE: Mubadala Affiliates Reduce Recursion Pharma Stake to 1.9%

Mubadala Investment Company affiliates have significantly reduced their beneficial ownership in Recursion Pharmaceuticals, Inc. to approximately 1.9% of outstanding shares, marking an exit for some entities.

Summary

• This Amendment No. 3 is the final amendment to the Schedule 13D and constitutes an "exit filing" for several Reporting Persons, including Mubadala Investment Co PJSC and Mamoura Diversified Global Holding PJSC.
• As of November 20, 2024, the Reporting Persons collectively beneficially owned 22,629,960 Common Shares, representing approximately 5.9% of Recursion Pharmaceuticals, Inc.'s outstanding shares.
• Between December 18, 2025, and December 23, 2025, a total of 12,985,927 Common Shares were sold by "Fifteenth" (an entity associated with the Reporting Persons) in open market transactions.
• As a result of these sales, Mubadala Investment Co PJSC and Mamoura Diversified Global Holding PJSC ceased to beneficially own any Common Shares.
• The remaining Reporting Persons (MDC Capital Partners (Ventures) GP, LP, MDC Capital Partners (Ventures), LP, MIC Capital Management UK LLP, MC Alternative Solutions, LP, and MIC Capital Partners (Ventures) Europe Parallel (Luxembourg) Aggregator SCSp) now beneficially own an aggregate of 9,644,033 Common Shares, representing approximately 1.9% of the outstanding Class A Common Stock.
• The calculation of ownership percentage is based on 514,190,251 Common Shares outstanding as of November 24, 2025.
• The filing also details the acquisition of Exscientia plc by Recursion Pharmaceuticals, Inc. on November 20, 2024, where MIC Europe received 1,192,275 Common Shares in exchange for 1,542,600 Exscientia Shares.

Sentiment

Score: 3

Explanation: The filing reports a substantial reduction in beneficial ownership by a key institutional investor group, with some entities completely exiting their position. This divestment, involving the sale of over 12.9 million shares, typically signals a negative sentiment or a strategic shift by the selling party, which can be perceived negatively by the market for the issuer's stock. While the Exscientia acquisition is a strategic development for Recursion, the investor's reduction in stake overshadows it in the context of this specific filing.

Positives

• The completion of the Exscientia plc acquisition by Recursion Pharmaceuticals, Inc. on November 20, 2024, represents a strategic expansion for the Issuer.

Negatives

• Significant reduction in beneficial ownership by a major institutional investor group (Mubadala affiliates), with some entities fully exiting their stake.
• Sales of 12,985,927 Common Shares by "Fifteenth" between December 18, 2025, and December 23, 2025, potentially indicating a lack of long-term conviction or a portfolio rebalancing.
• The sales occurred at prices ranging from $4.18 to $4.96 per share, which could put downward pressure on the stock price.

Future Outlook

The filing does not contain any forward-looking statements or guidance from Recursion Pharmaceuticals, Inc. It primarily reports historical ownership changes and transactions by the reporting persons.

Industry Context

The filing highlights the completion of Recursion Pharmaceuticals, Inc.'s acquisition of Exscientia plc, a significant event in the biotech and pharmaceutical industry, indicating Recursion's strategic expansion or consolidation efforts in AI-driven drug discovery. The reduction in stake by a major investor group like Mubadala could be interpreted in various ways, from portfolio rebalancing to a shift in investment strategy within the competitive biotech landscape.

Comparison to Industry Standards

• This filing does not provide 'results' in a way that allows for direct comparison to global benchmarks or specific comparable companies/projects. It details an investor's stake reduction and an acquisition.
• The acquisition of Exscientia plc by Recursion Pharmaceuticals, Inc. is a notable event in the AI drug discovery space, where companies like BenevolentAI, Insilico Medicine, and Atomwise are also active. The strategic rationale for such an acquisition would typically involve combining complementary AI platforms or expanding therapeutic pipelines, which is a common trend in the evolving biotech industry.

Legal Proceedings

• During the last five years, neither MC Alternative Solutions, LP nor MIC Capital Partners (Ventures) Europe Parallel (Luxembourg) Aggregator SCSp has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

Related Party Transactions

• On March 31, 2023, MIC LP transferred 1,388,889 Common Shares to MC Alternative Solutions, LP (MCAS), an internal transaction among related reporting persons.

Stakeholder Impact

• Shareholders: The significant reduction in stake by a major institutional investor group could lead to negative market sentiment and potential downward pressure on the share price. Existing shareholders might view this as a loss of confidence from a prominent investor.

Key Dates

Recommendation

The filing details a significant reduction in beneficial ownership by a major institutional investor group, Mubadala affiliates, with some entities fully divesting their stake. The sale of over 12.9 million shares in a short period, even if part of a portfolio rebalancing, signals a lack of conviction or a strategic exit by a sophisticated investor. This action is likely to be interpreted negatively by the market, potentially leading to downward pressure on the stock price. For a seasoned investor, such a large-scale divestment by a prominent holder suggests caution and a 'sell' recommendation, especially if the underlying reasons for the divestment are not clearly positive for the issuer.

Keywords

Recursion Pharmaceuticals, Mubadala, Exscientia, Schedule 13D, beneficial ownership, stock sales, institutional investor, biotech, pharmaceuticals, acquisition, SEC filing