SEC Form 4 · accession 0001856369-26-000023
RECURSION PHARMACEUTICALS, INC. · RXRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Gibson
Director
Period of report
Jun 5, 2026
Accepted (ET)
Jun 5, 2026 · 5:03 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001601830
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Jun 5, 2026 | C | 40,000 | $0.00 | A | 923,735 | D | |
| Class A Common Stock | Jun 5, 2026 | S | 40,000 | $3.62 | D | 883,735 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3 | $0.00 | Jun 5, 2026 | C | 40,000 | D | — | — | Class A Common Stock | 40,000 | 4,263,334 | D |
| Class B Common StockF4,F3 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 0 | 386,000 | I |
| Class B Common StockF5,F3 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 0 | 388,000 | I |
| Class B Common StockF6,F3 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 0 | 50,000 | I |
| Stock Option (Right to Buy)F7 | $7.25 | holding | — | — | — | — | Feb 3, 2035 | Class A Common Stock | 0 | 1,050,567 | D |
| Stock Option (Right to Buy)F8 | $10.09 | holding | — | — | — | — | Feb 9, 2034 | Class A Common Stock | 0 | 666,898 | D |
| Stock Option (Right to Buy)F9 | $8.55 | holding | — | — | — | — | Feb 1, 2033 | Class A Common Stock | 0 | 813,600 | D |
| Stock Option (Right to Buy)F10 | $11.40 | holding | — | — | — | — | Feb 4, 2032 | Class A Common Stock | 0 | 399,002 | D |
| Stock Option (Right to Buy) | $11.40 | holding | — | — | — | Feb 4, 2022 | Feb 4, 2032 | Class A Common Stock | 0 | 5,436 | D |
| Stock Option (Right to Buy)F11 | $2.48 | holding | — | — | — | — | Dec 30, 2030 | Class A Common Stock | 0 | 282,500 | D |
Explanation of responses
- F1Represents the automatic conversion of Class B Common Stock into Class A Common Stock in connection with a sale of the shares by the Reporting Person. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
- F10The 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.
- F11The 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.
- F2This transaction is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2025.
- F3Each 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.
- F4The shares are held by LAHWRAN-3 LLC, of which the Reporting Person is a member and a manager.
- F5The shares are held by LAHWRAN-4 LLC, of which the Reporting Person is a member and a manager.
- F6The shares are held by the Gibson Family Trust, of which the Reporting Person serves as Trustee.
- F7The 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.
- F8The 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.
- F9The 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.