Form 4: Recursion Pharma CEO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Recursion Pharmaceuticals CEO Christopher Gibson executed a Rule 10b5-1 plan, converting Class B shares, selling Class A shares, and gifting additional Class A shares.
Summary
- Christopher Gibson, CEO and Director of RECURSION PHARMACEUTICALS, INC. (RXRX), engaged in several transactions on November 4, 2025.
- Gibson converted 60,000 shares of Class B Common Stock into Class A Common Stock.
- He subsequently sold 40,000 shares of Class A Common Stock at a price of $5.21 per share.
- Additionally, Gibson gifted 20,000 shares of Class A Common Stock.
- All reported transactions were executed pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on May 12, 2025.
- Following these transactions, Gibson directly beneficially owns 954,229 shares of Class A Common Stock.
- Gibson also directly owns 4,863,334 shares of Class B Common Stock and indirectly owns additional Class B shares through LAHWRAN-3 LLC (386,000 shares), LAHWRAN-4 LLC (388,000 shares), and the Gibson Family Trust (50,000 shares).
Sentiment
Score: 5
Explanation: The sentiment is neutral. While insider selling can be perceived negatively, the execution under a Rule 10b5-1 plan mitigates concerns, suggesting a pre-planned liquidity event rather than a reaction to new adverse company information.
Negatives
- The sale of 40,000 shares of Class A Common Stock by the CEO, even under a pre-arranged plan, reduces his direct equity stake in the company, which can sometimes be perceived negatively by the market.
Risks
- Market perception risk due to insider selling, which could lead to short-term negative sentiment among investors, despite the transactions being pre-planned under a Rule 10b5-1 plan.
Future Outlook
This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.
Industry Context
This filing reports an insider transaction and does not provide broader industry context or trends.
Related Party Transactions
- Christopher Gibson indirectly holds Class B Common Stock through LAHWRAN-3 LLC (386,000 shares), LAHWRAN-4 LLC (388,000 shares), and the Gibson Family Trust (50,000 shares), where he is a member/manager or trustee, respectively.
Stakeholder Impact
- Shareholders may react to the CEO's sale of shares, potentially leading to short-term fluctuations in stock price, although the 10b5-1 plan context may temper negative sentiment.
Key Dates
| Date | Description |
|---|---|
| 01/31/2021 | Start of monthly vesting for a stock option (originally 1,500,000 shares) at 1/48th per month. |
| 02/04/2022 | Transaction date for a stock option (Right to Buy) with an exercise price of $11.4 and an expiration date of 02/04/2032. |
| 03/01/2022 | Start of monthly vesting for a stock option (originally 416,350 shares) at 1/48th per month. |
| 03/01/2023 | Start of monthly vesting for a stock option at 1/48th per month. |
| 03/01/2024 | Start of monthly vesting for a stock option at 1/48th per month. |
| 03/01/2025 | Start of monthly vesting for a stock option at 1/48th per month. |
| 05/12/2025 | Date the Rule 10b5-1 trading plan was adopted by the Reporting Person. |
| 11/04/2025 | Date of the reported transactions (conversion, sale, and gift of shares). |
| 11/05/2025 | Signature date of the Form 4 filing. |
| 12/30/2030 | Expiration date for a stock option with an exercise price of $2.48. |
| 02/04/2032 | Expiration date for a stock option with an exercise price of $11.4. |
| 02/01/2033 | Expiration date for a stock option with an exercise price of $8.55. |
| 02/09/2034 | Expiration date for a stock option with an exercise price of $10.09. |
| 02/03/2035 | Expiration date for a stock option with an exercise price of $7.25. |
Recommendation
holdThe insider selling by the CEO, while notable, was conducted under a pre-arranged Rule 10b5-1 trading plan. This suggests a planned liquidity event rather than a reaction to new negative information about the company. Investors should monitor future filings and company performance but the current filing alone does not warrant a change from a 'hold' position.
Keywords
RECURSION PHARMACEUTICALS, RXRX, Insider Trading, Form 4, Stock Sale, CEO, Christopher Gibson, 10b5-1 Plan, Class A Common Stock, Class B Common Stock
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