RECURSION PHARMACEUTICALS, INC.

For the period ended Apr 30, 2026. Filed Apr 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2026 · Filed Apr 30, 2026

RXRX$3.52+0.6%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Recursion Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2026 AnnualMeeting of StockholdersTo be held June 17, 2026
Date	We are pleased to notify you that the 2026 Annual Meeting of Stockholders of Recursion Pharmaceuticals, Inc. (the “Annual Meeting”), will be held online on June 17, 2026 at 12:00 P.M. Mountain Time in a virtual meeting at www.virtualshareholdermeeting.com/RXRX2026. You will be able to attend the meeting online, vote electronically and submit questions by registering at www.virtualshareholdermeeting.com/RXRX2026 15 minutes prior to the meeting start time of 12:00 P.M. Mountain Time.Our Board of Directors (the “Board of Directors,” “Board,” or “our Board”) has fixed the Stockholders of record date at the close of business on April 21, 2026 (the “record date”). Stockholders as of the record date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. You will not be able to attend the Annual Meeting in person.We are pleased to comply with the Securities and Exchange Commission rules that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of our proxy materials and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). We plan to mail the Notice on or about April 30, 2026, and it contains instructions on how to access those documents and to cast your vote over the Internet. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you would like to receive a printed copy of our Annual Report, please follow the instructions on the Notice provided herein or contact us at Investor@Recursion.com or using the information on our investor relations website at https://ir.recursion.com.By order of the Board of Directors,Najat Khan, PhD.Chief Executive Officer, President, and DirectorYour vote is important. Whether or not you are able to virtually attend the Annual Meeting and vote your shares online during the meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy over the Internet or by telephone as described in the instructions included in the Notice or by signing, dating and returning the proxy card no later June 16, 2026. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that nominee.
June 17, 2026
Time
12:00 P.M. MOUNTAIN TIME
Place
VIRTUAL MEETING, WHICH WILL BE CONDUCTED VIA LIVE WEBCAST at www.virtualshareholdermeeting.com/RXRX2026
The purpose of the Annual Meeting is the following:
TO ELECT
two Class II directors to our Board of Directors, to serve until the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earliest death, resignation or removal (Proposal 1);
TO HOLD AN ADVISORY VOTE
to approve the compensation of our Named Executive Officers, as disclosed in the proxy statement accompanying this notice (Proposal 2);
TO RATIFY
the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 3); and
TO TRANSACT
any other business properly brought before the Annual Meeting or any continuation, adjournments, or postponements thereof.

2026 Proxy Statement | Recursion | i

Table of Contents
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS	i
PROXY SUMMARY	1
PROXY STATEMENT	6
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	7
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	11
PROPOSAL 1: ELECTION OF DIRECTORS	23
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	31
EXECUTIVE COMPENSATION	33
EXECUTIVE COMPENSATION TABLES	45
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP	55
REPORT OF THE AUDIT COMMITTEE	58
EXECUTIVE OFFICERS	59
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	62
DELINQUENT SECTION 16(a) REPORTS	65
HOUSEHOLDING	65
STOCKHOLDER PROPOSALS	65
OTHER MATTERS	66
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	66

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