Form 4: Recursion Pharmaceuticals Director Granted Significant Equity Awards

Robert Hershberg, a Director at Recursion Pharmaceuticals, Inc., was granted 22,016 restricted stock units and options to purchase 44,031 shares of Class A Common Stock as part of his compensation.

Summary

• Director Robert Hershberg of Recursion Pharmaceuticals, Inc. (RXRX) was granted 22,016 shares of Class A Common Stock in the form of restricted stock units (RSUs) on June 18, 2025.
• These RSUs were granted at a price of $0 and are part of the Issuer's Outside Director Compensation Policy.
• The RSUs 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. Hershberg's continued service.
• Additionally, Mr. Hershberg was granted options to purchase 44,031 shares of Class A Common Stock on June 18, 2025.
• These stock options have an exercise price of $5.11 per share and were granted at a price of $0.
• The shares subject to these 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.
• The options have an expiration date of June 18, 2035.
• Following these transactions, Mr. Hershberg directly beneficially owns 73,732 shares of Class A Common Stock and 44,031 stock options.

Sentiment

Score: 7

Explanation: The grant of equity awards to a director is generally viewed positively as it aligns the director's interests with long-term shareholder value, indicating commitment and confidence in the company's future.

Positives

• The grant of restricted stock units and stock options to a director aligns their financial interests with those of the company's shareholders, encouraging long-term value creation.
• This transaction is part of a pre-established Outside Director Compensation Policy, indicating a structured approach to executive and board remuneration.

Future Outlook

The granted restricted stock units and stock options are set to vest on the earlier of June 18, 2026, or the date of the Issuer's 2026 Annual Meeting of Stockholders, contingent upon the director's continued service to the company.

Industry Context

The grant of equity awards, such as restricted stock units and stock options, is a common and standard practice for compensating directors in publicly traded companies, particularly within the biotechnology and pharmaceutical sectors. This approach is widely adopted to align the interests of board members with the long-term performance and shareholder value of the company.

Comparison to Industry Standards

• The use of equity-based compensation (RSUs and stock options) for outside directors is a standard practice across publicly traded companies, including those in the biotechnology sector like Recursion Pharmaceuticals.
• The vesting schedule, tied to continued service and future annual meetings, is typical for such grants, ensuring director commitment.
• While specific compensation amounts vary by company size, industry, and individual director responsibilities, the structure of this grant is consistent with general corporate governance benchmarks for director remuneration.

Corporate Governance

Related Party Transactions

• The grant of equity awards to Robert Hershberg, a Director of Recursion Pharmaceuticals, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The equity grants align the director's long-term interests with shareholder value, potentially leading to more favorable decision-making for the company's growth.
• Employees: No direct impact on employees is mentioned in this filing.

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 of 44,031 stock options on the earlier of June 18, 2026, or the date of the Issuer's 2026 Annual Meeting of Stockholders.
• Potential exercise of stock options by June 18, 2035, if vested and in-the-money.

Key Dates

Keywords

Recursion Pharmaceuticals, RXRX, SEC Form 4, Insider Transaction, Equity Grant, Restricted Stock Units, Stock Options, Director Compensation, Beneficial Ownership