Form 4: Recursion Pharma CEO Sells Shares Under 10b5-1 Plan

Recursion Pharmaceuticals CEO Christopher Gibson reported transactions involving Class A Common Stock, including tax-related dispositions and a sale under a pre-arranged 10b5-1 trading plan.

Summary

• Christopher Gibson, Chief Executive Officer and Director of Recursion Pharmaceuticals, Inc. (RXRX), filed a Form 4 disclosing recent transactions.
• On November 17, 2025, 40,390 shares of Class A Common Stock were disposed of at a price of $4.14 per share to satisfy tax withholding obligations related to the net settlement of restricted stock units.
• On November 19, 2025, 40,000 shares of Class B Common Stock were converted into Class A Common Stock at an exercise price of $0.
• Immediately following the conversion on November 19, 2025, 40,000 shares of Class A Common Stock were sold at a price of $4.16 per share.
• The transactions on November 19, 2025, were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Gibson on May 12, 2025.
• Following these reported transactions, Mr. Gibson directly beneficially owns 913,839 shares of Class A Common Stock and 4,823,334 shares of Class B Common Stock.
• He also indirectly beneficially owns 386,000 shares of Class B Common Stock through LAHWRAN-3 LLC, 388,000 shares of Class B Common Stock through LAHWRAN-4 LLC, and 50,000 shares of Class B Common Stock through the Gibson Family Trust.
• Mr. Gibson holds various stock options to buy Class A Common Stock with exercise prices ranging from $2.48 to $11.40, and expiration dates extending up to February 3, 2035.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including a tax-related disposition and a pre-planned sale under a 10b5-1 plan. While insider selling can sometimes be viewed negatively, the pre-planned nature mitigates concerns, making the overall sentiment neutral. The conversion of Class B to Class A stock is also a routine event.

Positives

• The sale of Class A Common Stock was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured approach to liquidity rather than an immediate reaction to market conditions.

Negatives

• A disposition of 40,390 shares of Class A Common Stock occurred to cover tax withholding obligations.
• A sale of 40,000 shares of Class A Common Stock at $4.16 per share represents insider selling.

Future Outlook

The filing details future vesting schedules for several stock options held by the CEO, indicating a long-term incentive structure. These options, granted between 2021 and 2025, are set to vest monthly over 48 months, with expiration dates extending up to 2035.

Industry Context

This Form 4 filing reports routine insider transactions for Recursion Pharmaceuticals, a biotechnology company. Such filings are common across all industries for public company executives and directors to disclose changes in their beneficial ownership. The use of a 10b5-1 plan is a standard practice for insiders to sell shares systematically and avoid accusations of trading on material non-public information.

Related Party Transactions

• Christopher Gibson indirectly beneficially owns 386,000 shares of Class B Common Stock through LAHWRAN-3 LLC, of which he is a member and a manager.
• He indirectly beneficially owns 388,000 shares of Class B Common Stock through LAHWRAN-4 LLC, of which he is a member and a manager.
• He indirectly beneficially owns 50,000 shares of Class B Common Stock through the Gibson Family Trust, of which he serves as Trustee.

Stakeholder Impact

• Minimal direct impact on shareholders, as the transactions are routine insider disclosures and the sale was pre-planned under a 10b5-1 plan, which typically reduces market speculation.

Next Steps

• Continued monthly vesting of various stock options held by Christopher Gibson, as detailed in the footnotes, with vesting periods extending over 48 months from their respective grant dates.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, including a tax-related disposition and a pre-scheduled sale under a 10b5-1 plan. While insider selling occurred, its pre-planned nature reduces its significance as a market signal. The filing does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, pending further fundamental analysis of Recursion Pharmaceuticals' business.

Keywords

Recursion Pharmaceuticals, RXRX, Christopher Gibson, Insider Trading, Form 4, SEC Filing, Stock Sale, 10b5-1 Plan, Class A Common Stock, Class B Common Stock, Stock Options, Tax Withholding