SEC Form 4 filed by Gibson Christopher
$RXRX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
RECURSION PHARMACEUTICALS, INC. [ RXRX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 03/23/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/23/2026 | C(1)(2) | 40,000 | A | $0 | 946,556 | D | |||
| Class A Common Stock | 03/23/2026 | S(2) | 40,000 | D | $3.25 | 906,556 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | $0(1) | 03/23/2026 | C | 40,000 | (1) | (1) | Class A Common Stock | 40,000 | $0 | 4,483,334 | D | ||||
| Class B Common Stock | $0 | (1) | (1) | Class A Common Stock | 0 | 386,000 | I | by LAHWRAN-3 LLC(3) | |||||||
| Class B Common Stock | $0 | (1) | (1) | Class A Common Stock | 0 | 388,000 | I | by LAHWRAN-4 LLC(4) | |||||||
| Class B Common Stock | $0 | (1) | (1) | Class A Common Stock | 0 | 50,000 | I | by Gibson Family Trust(5) | |||||||
| Stock Option (Right to Buy) | $7.25 | (6) | 02/03/2035 | Class A Common Stock | 0 | 1,050,567 | D | ||||||||
| Stock Option (Right to Buy) | $10.09 | (7) | 02/09/2034 | Class A Common Stock | 0 | 666,898 | D | ||||||||
| Stock Option (Right to Buy) | $8.55 | (8) | 02/01/2033 | Class A Common Stock | 0 | 813,600 | D | ||||||||
| Stock Option (Right to Buy) | $11.4 | (9) | 02/04/2032 | Class A Common Stock | 0 | 399,002 | D | ||||||||
| Stock Option (Right to Buy) | $11.4 | 02/04/2022 | 02/04/2032 | Class A Common Stock | 0 | 5,436 | D | ||||||||
| Stock Option (Right to Buy) | $2.48 | (10) | 12/30/2030 | Class A Common Stock | 0 | 282,500 | D | ||||||||
| Explanation of Responses: |
| 1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. |
| 2. This transaction is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025. |
| 3. The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager. |
| 4. The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager. |
| 5. The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee. |
| 6. The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2025, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter. |
| 7. The option vests as to one forty-eighth (1/48th) of the original 666,898 shares subject to the option on March 1, 2024, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter. |
| 8. The option vests as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2023, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter. |
| 9. The option, originally for 416,350 shares, vested as to one forty-eighth (1/48th) of the shares subject to the option on March 1, 2022, and one forty-eighth (1/48th) of the shares subject to the option will vest each month thereafter. |
| 10. The option, originally for 1,500,000 shares, vested as to one forty-eighth (1/48th) of the shares subject to the option on January 31, 2021, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter. |
| Remarks: |
| /s/ Kyle Nelson, attorney-in-fact | 03/25/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||