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RECURSION PHARMACEUTICALS, INC.

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

RXRX$3.55-6.7%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sales of Unregistered Securities

RallyBio Private Placement

On July 08, 2025, the Company, Exscientia Ventures I, Inc., an indirect wholly-owned subsidiary of the Company (“Buyer Sub”), Rallybio Corporation (“Rallybio”), and Rallybio IPB, LLC, a wholly-owned subsidiary of Rallybio (the “Seller”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, on July 08, 2025, Buyer Sub acquired 50% of the issued and outstanding membership interests of RE Ventures I, LLC from the Seller in exchange for cash and shares of Class A common stock of the Company (the “Rallybio Shares”). Under the terms of the Purchase Agreement, as partial consideration, on July 08, 2025, the Company paid the Seller 1,457,952 Shares and additional cash consideration in the amounts set forth in the Purchase Agreement. The sale was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Purchase Agreement, the Company subsequently filed a prospectus supplement to a registration statement (File No. 333-284878) pursuant to Rule 424(b) on July 08, 2025, to register the resale of the Rallybio Shares by Rallybio.

On August 27, 2025, following the achievement of certain milestones under the Purchase Agreement, the Company issued to the Seller an aggregate of 2,397,023 Shares (the “Contingent Shares”) pursuant to the terms of the Purchase Agreement. The sale was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Purchase Agreement, on August 29, 2025, the Company filed a prospectus supplement to a registration statement (File No. 333-284878) pursuant to Rule 424(b) to register the resale of the Contingent Shares by Rallybio.

Stock Option Exercises

For the nine months ended September 30, 2025, we issued 60,800 shares of our Class A common stock to our employees, directors, advisors and consultants upon the exercise of stock options under our Key Personnel Incentive Stock Plan for aggregate consideration of approximately $21 thousand, in reliance on the exemption provided by Rule 701(b)(2) promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. All recipients either received adequate information about our company or had access, through employment or other relationships, to such information.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.