Form 4: Recursion Pharmaceuticals Director Dean Li Reports Significant Equity Grant and Option Acquisition

Dean Y. Li, a Director at Recursion Pharmaceuticals, Inc., reported the acquisition of 22,016 restricted stock units and 44,031 stock options on June 18, 2025, as part of the company's compensation policy.

Summary

• Dean Y. Li, a Director of Recursion Pharmaceuticals, Inc. (RXRX), reported changes in his beneficial ownership of company securities.
• On June 18, 2025, Mr. Li acquired 22,016 shares of Class A Common Stock in the form of restricted stock units (RSUs) at a price of $0.
• These RSUs are part of the Issuer's Outside Director Compensation Policy and will vest on the earlier of June 18, 2026, or the day prior to the Issuer's 2026 Annual Meeting of Stockholders, contingent on Mr. Li's continued service.
• Also on June 18, 2025, Mr. Li acquired 44,031 stock options with an exercise price of $5.11 per share.
• These stock options will vest and become exercisable on the earlier of June 18, 2026, or the date of the Issuer's 2026 Annual Meeting of Stockholders, also subject to his continued service.
• Following these transactions, Mr. Li directly beneficially owns 1,234,618 shares of Class A Common Stock and 44,031 stock options.
• Indirectly, he beneficially owns 1,422,048 shares through the Dean Y. Li Revocable Trust, 136,981 shares through the Dean Y. Li GRAT, and 421,000 shares through the Dean Y. Li 2021 Family Trust.
• The reported direct beneficial ownership of Class A Common Stock includes 1,132,815 shares transferred from the Dean Y. Li GRAT on June 10, 2025.

Sentiment

Score: 7

Explanation: The grant of equity and options to a director is generally a positive signal, aligning interests and demonstrating commitment. It's a standard compensation practice, so not exceptionally positive, but certainly not negative.

Positives

• The grant of restricted stock units and stock options to a director aligns management's interests with those of shareholders, incentivizing long-term performance.
• The acquisition of equity by a director demonstrates continued commitment to the company.

Future Outlook

The restricted stock units and stock options granted to Dean Y. Li are scheduled to vest on the earlier of June 18, 2026, or the day prior to the Issuer's 2026 Annual Meeting of Stockholders, contingent on his continued service to Recursion Pharmaceuticals. The stock options have an expiration date of June 18, 2035.

Industry Context

This Form 4 filing reflects a standard practice of compensating outside directors with equity grants, which is common across various industries, particularly in growth-oriented technology and biotechnology companies like Recursion Pharmaceuticals, to align their interests with long-term shareholder value creation.

Comparison to Industry Standards

• Equity compensation for directors, including RSUs and stock options, is a widely adopted practice in the biotechnology and pharmaceutical sectors, similar to companies such as Moderna, BioNTech, and Regeneron Pharmaceuticals, which use similar mechanisms to incentivize and retain key leadership.
• The vesting schedule tied to continued service and future annual meetings is a standard corporate governance practice, ensuring directors remain engaged and committed over a defined period.
• The exercise price of $5.11 for the options, if it reflects the market price on the grant date, is typical for at-the-money option grants, a common component of director compensation packages.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity grants align the director's interests with shareholders, potentially leading to better long-term performance and value creation.

Next Steps

• Vesting of 22,016 restricted stock units on the earlier of June 18, 2026, or the day prior to the Issuer's 2026 Annual Meeting of Stockholders.
• Vesting and exercisability of 44,031 stock options on the earlier of June 18, 2026, or the date of the Issuer's 2026 Annual Meeting of Stockholders.

Key Dates

Recommendation

Keywords

Recursion Pharmaceuticals, RXRX, SEC Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, Stock Options, Director Compensation, Equity Grant, Dean Y. Li