Form 4: Recursion Pharma Director Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Recursion Pharmaceuticals Director Christopher Gibson executed a planned sale of 40,000 Class A Common Stock shares at $3.25, following a conversion from Class B shares.
Summary
- Christopher Gibson, a Director of Recursion Pharmaceuticals, Inc. (RXRX), reported transactions on March 23, 2026.
- The transactions involved the conversion of 40,000 shares of Class B Common Stock into Class A Common Stock.
- Immediately following the conversion, 40,000 shares of Class A Common Stock were sold at a price of $3.25 per share.
- These transactions were executed under a Rule 10b5-1 trading plan adopted by Mr. Gibson on May 12, 2025.
- Following these transactions, Mr. Gibson directly holds 906,556 shares of Class A Common Stock and 4,483,334 shares of Class B Common Stock.
- Mr. Gibson also has indirect beneficial ownership of 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).
- Mr. Gibson holds several stock options to buy Class A Common Stock with various exercise prices and vesting schedules, including options at $7.25, $10.09, $8.55, $11.40, and $2.48.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event because the sale was pre-planned under a Rule 10b5-1 plan, mitigating concerns typically associated with insider selling.
Positives
- The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned, rather than reactive, sale.
Negatives
- A director selling shares, even under a 10b5-1 plan, can sometimes be perceived as a lack of confidence, though this is mitigated by the pre-planned nature.
Future Outlook
This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.
Industry Context
StockSavvy.ai notes that insider sales executed under a Rule 10b5-1 plan are generally viewed as less impactful than open market sales, as they are pre-scheduled and often part of personal financial planning rather than a reaction to new, material non-public information. However, the sale price of $3.25 per share for Class A Common Stock is a data point for market participants.
Related Party Transactions
- Christopher Gibson has indirect beneficial ownership of Class B Common Stock through LAHWRAN-3 LLC, LAHWRAN-4 LLC, and the Gibson Family Trust, entities where he holds management or trustee roles.
Stakeholder Impact
- Shareholders: Minor impact. A director's sale, even if planned, can sometimes lead to slight negative sentiment, but the 10b5-1 plan mitigates this. The volume of shares sold (40,000) is relatively small compared to the total outstanding shares and Mr. Gibson's remaining holdings.
Key Dates
| Date | Description |
|---|---|
| 2021-01-31 | Vesting start date for an option of 1,500,000 shares at $2.48. |
| 2022-03-01 | Vesting start date for an option of 416,350 shares at $11.40. |
| 2023-03-01 | Vesting start date for an option of 813,600 shares at $8.55. |
| 2024-03-01 | Vesting start date for an option of 666,898 shares at $10.09. |
| 2025-03-01 | Vesting start date for an option of 1,050,567 shares at $7.25. |
| 2025-05-12 | Reporting Person adopted Rule 10b5-1 trading plan. |
| 2026-03-23 | Date of conversion and sale transactions. |
| 2026-03-25 | Date the Form 4 was signed. |
| 2030-12-30 | Expiration date for a stock option to buy Class A Common Stock at $2.48. |
| 2032-02-04 | Expiration date for stock options to buy Class A Common Stock at $11.40. |
| 2033-02-01 | Expiration date for a stock option to buy Class A Common Stock at $8.55. |
| 2034-02-09 | Expiration date for a stock option to buy Class A Common Stock at $10.09. |
| 2035-02-03 | Expiration date for a stock option to buy Class A Common Stock at $7.25. |
Recommendation
holdThe transaction is a routine insider sale executed under a pre-arranged 10b5-1 plan, which typically does not signal a change in the company's fundamental outlook or warrant a strong buy/sell recommendation based solely on this filing. Investors should consider broader company performance and market conditions.
Keywords
Recursion Pharmaceuticals, RXRX, Christopher Gibson, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Director, Class A Common Stock, Class B Common Stock, Stock Options
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