Form 4: Recursion Pharma CEO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Recursion Pharmaceuticals CEO Christopher Gibson executed a pre-planned sale and gift of Class A Common Stock on December 4, 2025, following a conversion of Class B shares.
Summary
- Christopher Gibson, Chief Executive Officer and Director of Recursion Pharmaceuticals, Inc. (RXRX), reported transactions on December 4, 2025.
- These transactions were executed under a Rule 10b5-1 trading plan adopted on May 12, 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 $4.63 per share.
- Additionally, he gifted 20,000 shares of Class A Common Stock.
- Following these transactions, Gibson directly beneficially owns 913,839 shares of Class A Common Stock.
- He also directly owns 4,763,334 shares of Class B Common Stock and indirectly owns 824,000 shares of Class B Common Stock through LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust.
- Gibson holds various stock options to buy Class A Common Stock with exercise prices ranging from $2.48 to $11.40, and expiration dates between 2030 and 2035, all subject to monthly vesting schedules.
Sentiment
Score: 5
Explanation: The sentiment is neutral. While there is a disposition of shares by the CEO, it was executed under a pre-planned Rule 10b5-1 trading plan, which mitigates the negative signal typically associated with insider selling. The CEO retains substantial equity holdings and options.
Positives
- The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a lack of reliance on new material non-public information.
- Christopher Gibson retains substantial direct and indirect beneficial ownership in the company, including over 900,000 Class A shares, over 5.5 million Class B shares (convertible to Class A), and over 3.2 million stock options.
Negatives
- The CEO disposed of 60,000 shares of Class A Common Stock through a sale and a gift.
- The sale price of $4.63 per share is noted.
Future Outlook
The existence of a Rule 10b5-1 trading plan indicates a pre-scheduled approach to managing executive equity holdings, providing some predictability for future dispositions by the CEO. The ongoing vesting schedules for numerous stock options suggest a long-term incentive structure for the CEO.
Industry Context
This filing is an insider transaction report, which is specific to the individual's holdings and transactions, rather than broader industry trends. However, insider selling, even if pre-planned, is often watched by the market as a signal, especially in the biotechnology/pharmaceutical sector where company-specific news can heavily influence stock prices.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Adoption | Christopher Gibson adopted a Rule 10b5-1 trading plan on May 12, 2025, which governs the reported transactions. This plan allows insiders to set up a pre-arranged schedule for buying or selling company stock to avoid accusations of insider trading. | 2025-05-12 | Enhances corporate governance by providing a structured and transparent framework for insider stock transactions, reducing potential for perceived conflicts of interest. |
Related Party Transactions
- Indirect beneficial ownership of Class B Common Stock through LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust, entities where the Reporting Person is a member, manager, or trustee.
Stakeholder Impact
- Shareholders: The sale of shares by the CEO, even if pre-planned, could be interpreted by some shareholders as a signal, though the 10b5-1 plan mitigates this. The continued significant holdings suggest ongoing alignment of interests.
Next Steps
- Continued monthly vesting of various stock options held by Christopher Gibson.
- Potential future transactions under the Rule 10b5-1 plan, if it covers more dispositions.
Key Dates
| Date | Description |
|---|---|
| 2021-01-31 | Start of monthly vesting for 1,500,000 stock options with an exercise price of $2.48. |
| 2022-03-01 | Start of monthly vesting for 416,350 stock options with an exercise price of $11.40. |
| 2023-03-01 | Start of monthly vesting for 813,600 stock options with an exercise price of $8.55. |
| 2024-03-01 | Start of monthly vesting for 666,898 stock options with an exercise price of $10.09. |
| 2025-03-01 | Start of monthly vesting for 1,050,567 stock options with an exercise price of $7.25. |
| 2025-05-12 | Date Rule 10b5-1 trading plan was adopted by the Reporting Person. |
| 2025-12-04 | Date of reported transactions (conversion, sale, and gift of shares). |
| 2025-12-05 | Signature date of the filing by attorney-in-fact. |
| 2030-12-30 | Expiration date for stock options with an exercise price of $2.48. |
| 2032-02-04 | Expiration date for stock options with an exercise price of $11.40. |
| 2033-02-01 | Expiration date for stock options with an exercise price of $8.55. |
| 2034-02-09 | Expiration date for stock options with an exercise price of $10.09. |
| 2035-02-03 | Expiration date for stock options with an exercise price of $7.25. |
Recommendation
holdWhile the CEO disposed of shares, the transaction was pre-planned under a Rule 10b5-1 plan, which typically signals that the sale is for personal financial planning rather than a reaction to new, negative company information. The CEO still maintains a very substantial equity stake and significant options, indicating continued alignment with shareholder interests. Therefore, a 'hold' recommendation is appropriate, as this specific filing does not present new information that would fundamentally alter the investment thesis, but it is worth noting the disposition.
Keywords
Recursion Pharmaceuticals, RXRX, Christopher Gibson, Insider Trading, Form 4, Stock Sale, Stock Gift, 10b5-1 Plan, CEO, Director, Class A Common Stock, Class B Common Stock, Stock Options
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