Form 4: Recursion Pharma Director Sells Shares Under 10b5-1 Plan
Insider Transaction Report
A director at Recursion Pharmaceuticals, Christopher Gibson, reported the sale of 40,000 Class A Common Stock shares and tax-related withholdings under a pre-arranged plan.
Summary
- Director Christopher Gibson reported transactions involving RECURSION PHARMACEUTICALS, INC. (RXRX) Class A Common Stock.
- On February 17, 2026, 27,265 shares of Class A Common Stock were withheld by the Issuer at $3.49 per share to satisfy tax obligations in connection with the net settlement of restricted stock units.
- On February 19, 2026, 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 February 19, 2026, 40,000 shares of Class A Common Stock were sold at $3.46 per share.
- These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Gibson on May 12, 2025.
- Following these transactions, Mr. Gibson directly beneficially owns 906,556 shares of Class A Common Stock.
- Mr. Gibson also holds significant derivative securities, including 4,543,334 shares of Class B Common Stock directly and additional Class B shares indirectly through LLCs and a family trust, all convertible into Class A Common Stock.
- He holds various stock options to buy Class A Common Stock with exercise prices ranging from $2.48 to $11.40, with different vesting schedules and expiration dates up to February 3, 2035.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event. The transactions are routine insider sales and tax withholdings executed under a pre-planned 10b5-1 program, which typically do not carry strong positive or negative signals regarding the company's immediate prospects.
Positives
- The transactions were pre-planned under a Rule 10b5-1 trading plan, indicating a structured approach to managing equity rather than an immediate reaction to new, undisclosed information.
- The director retains significant direct and indirect beneficial ownership, including a substantial number of Class B shares convertible to Class A, and numerous stock options, indicating continued alignment with shareholder interests.
Negatives
- A director sold 40,000 shares of Class A Common Stock at $3.46 per share.
- An additional 27,265 shares were withheld for tax purposes, effectively reducing the director's direct holdings.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that routine insider transactions, especially those executed under a Rule 10b5-1 plan, are common across the biotechnology and pharmaceutical sectors as executives manage their equity compensation and personal financial planning. These transactions typically do not signal a change in company fundamentals or strategic direction.
Related Party Transactions
- Indirect beneficial ownership of Class B Common Stock is held 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 may observe a slight increase in the public float due to the sale of shares, though the amount is relatively small compared to the total outstanding shares.
- The transactions, being pre-planned, are unlikely to significantly impact investor confidence or perception of management's view on the company's future.
Key Dates
| Date | Description |
|---|---|
| 2021-01-31 | Vesting start date for stock option (originally 1,500,000 shares) with exercise price $2.48. |
| 2022-02-04 | Vesting start date for stock option (originally 416,350 shares) with exercise price $11.40. |
| 2023-03-01 | Vesting start date for stock option with exercise price $8.55. |
| 2024-03-01 | Vesting start date for stock option (original 666,898 shares) with exercise price $10.09. |
| 2025-03-01 | Vesting start date for stock option with exercise price $7.25. |
| 2025-05-12 | Date Rule 10b5-1 trading plan was adopted by the Reporting Person. |
| 2026-02-17 | Transaction date for tax withholding of Class A Common Stock. |
| 2026-02-19 | Transaction date for conversion of Class B to Class A Common Stock and subsequent sale of Class A Common Stock. |
| 2030-12-30 | Expiration date for stock option with exercise price $2.48. |
| 2032-02-04 | Expiration date for stock option with exercise price $11.40. |
| 2033-02-01 | Expiration date for stock option with exercise price $8.55. |
| 2034-02-09 | Expiration date for stock option with exercise price $10.09. |
| 2035-02-03 | Expiration date for stock option with exercise price $7.25. |
Recommendation
holdThe transactions reported are routine insider sales and tax withholdings executed under a pre-planned Rule 10b5-1 trading plan. Such pre-scheduled sales typically do not reflect a change in the insider's view of the company's future performance and are often for personal financial management. Given the pre-planned nature and the director's continued significant holdings, this filing alone does not provide a strong signal for a 'buy' or 'sell' recommendation, thus a 'hold' is appropriate pending further fundamental analysis.
Keywords
Recursion Pharmaceuticals, RXRX, Christopher Gibson, Insider Trading, Form 4, Stock Sale, Rule 10b5-1, Director Transaction, Class A Common Stock, Class B Common Stock, Stock Options, Tax Withholding
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