Form 4: Recursion Pharma CEO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Recursion Pharmaceuticals CEO Christopher Gibson executed a planned sale of 40,000 Class A Common Stock shares at $4.50 each, following a conversion from Class B shares.
Summary
- Christopher Gibson, Chief Executive Officer and Director of Recursion Pharmaceuticals, Inc. (RXRX), reported transactions on December 19, 2025.
- The transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Gibson on May 12, 2025.
- Mr. Gibson converted 40,000 shares of Class B Common Stock into 40,000 shares of Class A Common Stock.
- Subsequently, he sold 40,000 shares of Class A Common Stock at a price of $4.50 per share.
- Following these transactions, Mr. Gibson directly holds 913,839 shares of Class A Common Stock and 4,723,334 shares of Class B Common Stock.
- He also holds various stock options to buy Class A Common Stock with exercise prices ranging from $2.48 to $11.40 and expiration dates up to February 3, 2035.
- Indirect holdings include 386,000 Class B shares via LAHWRAN-3 LLC, 388,000 Class B shares via LAHWRAN-4 LLC, and 50,000 Class B shares via the Gibson Family Trust.
Sentiment
Score: 5
Explanation: The filing reports a routine insider transaction (sale of shares) executed under a pre-established 10b5-1 trading plan. Such transactions are generally viewed as neutral events as they indicate planned diversification or liquidity for the individual rather than a reaction to new material company information.
Positives
- The transaction was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and transparent sale rather than an opportunistic one, which can reduce concerns about insider trading.
Negatives
- The sale of shares by a CEO and Director, even if pre-planned, can sometimes be perceived negatively by some investors, potentially signaling a lack of confidence, although this is mitigated by the 10b5-1 plan.
Future Outlook
This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.
Industry Context
This insider transaction report (Form 4) is a routine disclosure required by the SEC for officers and directors. It does not provide information directly related to broader industry trends or competitive landscape, but rather details a personal stock transaction of a key executive.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Insider Trading Plan Adoption | The adoption of a Rule 10b5-1 trading plan on May 12, 2025, by the CEO demonstrates adherence to corporate governance best practices for managing insider stock transactions, aiming to prevent actual or perceived insider trading. | 2025-05-12 | Enhances transparency and mitigates potential concerns regarding opportunistic insider sales, aligning with good corporate governance principles. |
Related Party Transactions
- Indirect beneficial ownership of Class B Common Stock through LAHWRAN-3 LLC (386,000 shares), where the Reporting Person is a member and manager.
- Indirect beneficial ownership of Class B Common Stock through LAHWRAN-4 LLC (388,000 shares), where the Reporting Person is a member and manager.
- Indirect beneficial ownership of Class B Common Stock through the Gibson Family Trust (50,000 shares), where the Reporting Person serves as Trustee.
Stakeholder Impact
- Shareholders: Minimal direct impact, as the sale is a pre-planned personal liquidity event for the CEO and not indicative of company performance or strategy. The 10b5-1 plan provides transparency.
- Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.
Key Dates
| Date | Description |
|---|---|
| 2021-01-31 | Vesting start date for an option (originally 1,500,000 shares) to buy Class A Common Stock at $2.48 per share. |
| 2022-02-04 | Date of an option to buy 5,436 shares of Class A Common Stock at $11.40 per share. |
| 2022-03-01 | Vesting start date for an option (originally 416,350 shares) to buy Class A Common Stock at $11.40 per share. |
| 2023-03-01 | Vesting start date for an option to buy 813,600 shares of Class A Common Stock at $8.55 per share. |
| 2024-03-01 | Vesting start date for an option (originally 666,898 shares) to buy Class A Common Stock at $10.09 per share. |
| 2025-03-01 | Vesting start date for an option to buy 1,050,567 shares of Class A Common Stock at $7.25 per share. |
| 2025-05-12 | Adoption date of the Rule 10b5-1 trading plan by the Reporting Person. |
| 2025-12-19 | Date of reported transactions (conversion of Class B to Class A Common Stock and subsequent sale of Class A Common Stock). |
| 2030-12-30 | Expiration date for an option to buy 282,500 shares of Class A Common Stock at $2.48 per share. |
| 2032-02-04 | Expiration date for options to buy 399,002 shares and 5,436 shares of Class A Common Stock at $11.40 per share. |
| 2033-02-01 | Expiration date for an option to buy 813,600 shares of Class A Common Stock at $8.55 per share. |
| 2034-02-09 | Expiration date for an option to buy 666,898 shares of Class A Common Stock at $10.09 per share. |
| 2035-02-03 | Expiration date for an option to buy 1,050,567 shares of Class A Common Stock at $7.25 per share. |
Keywords
Recursion Pharmaceuticals, RXRX, Insider Trading, Form 4, Stock Sale, CEO, Christopher Gibson, 10b5-1 Plan, Biotechnology, Pharmaceuticals
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