DEF 14A of Recursion Pharmaceuticals, Inc., Apr 30, 2026

DEF 14A of Recursion Pharmaceuticals, Inc.

Filed Apr 30, 2026 · FY20250001601830-26-000065

Open on EDGAR

  1. Director Compensation

    Director Compensation As further set forth in the “Director Compensation Table” below, the following is information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, 2025, other than Christopher Gibson, our former CEO and President, and Najat Khan, our current CEO and President, who are also members of our Board of Directors, but did not receive any additional compensation for their service as directors. The 2025 compensation of Drs. Gibson and Khan as Named Executive Officers is set forth below under “Executive Compensation-Summary Compensation Table.” As of January 1, 2026, Dr. Gibson is an outside director and began receiving compensation under the Outside Director Compensation Policy (the “Director Compensation Policy”). We maintain the Director Compensation Policy, which is reviewed regularly by the Compensation Committee and Board of Directors. Our Director Compensation Policy provides that all non-employee directors are entitled to receive the following cash compensation for their services: •$35,000 retainer per year for each non-employee director; •$30,000 retainer per year for the Chair of the Board; •$30,000 retainer per year for the Lead Independent Director of the Board (effective November 2025); •$20,000 retainer per year for the Chair of the Audit Committee or $10,000 retainer per year for each other member of the Audit Committee; •$15,000 retainer per year for the Chair of the Compensation Committee or $7,500 retainer per year for each other member of the Compensation Committee; •$10,000 retainer per year for the chair of the Nominating and Corporate Governance Committee or $5,000 retainer per year for each other member of the Nominating and Corporate Governance Committee; •$10,000 retainer per year for the chair of the Research and Development Committee or $5,000 retainer per year for each other member of the Research and Development Committee (effective March 2025); and •$10,000 retainer per year for the chair of the Technology Committee or $5,000 retainer per year for each other member of the Technology Committee (effective March 2025). Each non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and will not receive the additional annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis. Each non-employee director may elect to convert any cash compensation that s/he would otherwise be entitled to receive under our Director Compensation Policy into an award of restricted stock units covering our Class A common stock (“RSUs”) under our 2021 Equity Incentive Plan (the “2021 Plan”) (each, a “Retainer Award”). If the non-employee director makes this election in accordance with the Director Compensation Policy, the Retainer Award will be granted on the first business day following the date that the corresponding cash compensation otherwise would be paid under the policy, will be fully vested on the grant date and will cover a number of shares of our Class A common stock equal to (A) the aggregate amount of cash compensation otherwise payable to the non-employee director on that date divided by (B) the closing price per share as of the day the grant is made. In addition to the compensation structure described above, our Director Compensation Policy provides the following equity incentive compensation program for non-employee directors. Each person who first becomes a non-employee director will receive, on the first trading date on or after the date on which the person first becomes an non-employee director, the following initial awards: (i) an option to purchase a number of shares of our Class A common stock, with such option having a target grant value (determined in accordance with GAAP) (a “grant value”) equal to $250,000, rounded to the nearest whole share, and (ii) an award of a number of RSUs having a grant value equal to $250,000, rounded to the nearest RSU. Each initial award will vest as to one-third of the underlying shares on the first three anniversaries of the date the individual became a non-employee director, subject to continued service through each relevant vesting date. If the person was a member of the Board of Directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an initial award. On the date of each annual meeting, each non-employee director who is continuing as a director on the date following our annual meeting automatically will be granted the following annual awards: (i) an option to purchase a number of shares of our Class A common stock, with such option having a target grant value of $112,500, rounded to the nearest whole share; and (ii) an award of a number of RSUs having a grant value of $112,500, rounded to the nearest whole RSU. If a non-employee director’s initial awards were granted more than 3 months before an annual meeting but within 6 months of that annual meeting, the grant value of each annual award granted to the non-employee director on the date of that annual meeting will be reduced by 50%. If a non-employee director’s initial awards were granted within 3 months before an annual meeting, the non-employee director will not receive any annual awards on the date of that annual meeting. Each annual award will vest on the earlier of the first anniversary of the award’s grant date or the day before the annual stockholder meeting following the date the annual award was granted, in each case subject to continued service through each relevant vesting date. Each initial award or annual award that is an option will have a term of 10 years and will have an exercise price per share equal to the fair market value of a share of our Class A common stock on the date of grant. In the event of a change in control of our Company, all equity awards granted to a non-employee director (including those granted pursuant to our Director Compensation Policy) will fully vest and become immediately exercisable (if applicable) and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable award agreement or other written agreement between the non-employee director and us. In any fiscal year of ours, no non-employee director may be paid, issued or granted cash compensation and equity awards following the effective date of our Director Compensation Policy with a total value of greater than $850,000 for a non-employee director’s first year of service or $600,000 in any subsequent year, with the value of an equity award based on its grant date fair value for purposes of this limit, or the annual director limit. Any cash compensation paid or equity awards granted to a non-employee director while he or she was an employee or consultant (other than a non-employee director) will not count toward the annual director limit. Our Director Compensation Policy also provides for the reimbursement of our non-employee directors for reasonable, customary and documented travel expenses to attend meetings of our Board of Directors and committees of our Board of Directors. Compensation for our non-employee directors is not limited to the equity awards and payments set forth in our Director Compensation Policy. Our non-employee directors will remain eligible to receive equity awards and cash or other compensation outside of the Director Compensation Policy, as may be provided from time to time at the discretion of our Board of Directors.

  2. 2026 CHANGES TO THE OUTSIDE DIRECTOR COMPENSATION POLICY

    2026 CHANGES TO THE OUTSIDE DIRECTOR COMPENSATION POLICY The Board of Directors established the Director Compensation Policy in 2021, which was designed to attract and retain highly qualified individuals to serve on the Board and to align director compensation with the long-term interests of the Company's stockholders. Since its adoption, the Compensation Committee and Board have regularly reviewed the Director Compensation Policy, including reviewing market data and comparing against compensation practices at peer companies, to ensure that the policy remains competitive and consistent with evolving market practices. Despite these periodic reviews, no changes were made to director fees from its initial adoption in 2021 through the end of fiscal year 2025, aside from the addition of fee retainers for the newly formed Research and Development Committee and Technology Committee in March 2025 and the creation of the Lead Independent Director role in November 2025. In the first quarter of 2026, following a comprehensive review of peer company practices and market data provided by Compensia, the Board, upon recommendation of the Compensation Committee, approved updates to the Director Compensation Policy. The changes were made to better align the Company's director compensation program with current market practices, which the Board believes will further support the Company's ability to attract and retain qualified directors. The following changes were approved, effective April 1, 2026: •Annual cash retainer increased to $50,000 per year for each non-employee director; •Retainer for the Chair of the Board increased to $35,000 per year; •Retainer for the Lead Independent Director increased to $35,000 per year; •New directors shall receive an initial award consisting solely of RSUs having a grant value equal to $600,000; and •Continuing directors shall receive an annual award consisting solely of RSUs having a grant value equal to $275,000. All other terms of the Director Compensation Policy remain unchanged.

  3. Director Compensation Table

    Director Compensation Table

  4. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Zachary Bogue, J.D.(4) | — | — | — | — | | Blake Borgeson, Ph.D.(5) | 57,972 | 112,502 | 136,675 | 307,149 | | Namandjé Bumpus, Ph.D.(6) | 46,958 | 306,246 | 378,401 | 731,605 | | Zavain Dar(7) | 58,983 | 112,502 | 136,675 | 308,160 | | Robert Hershberg, M.D., Ph.D.(8) | 83,986 | 112,502 | 136,675 | 333,163 | | Dean Li, M.D., Ph.D.(9) | 41,555 | 112,502 | 136,675 | 290,732 | | Franziska Michor, Ph.D.(10) | 46,958 | 112,502 | 136,675 | 296,136 | | Elaine Sun(11) | 56,924 | 306,246 | 378,401 | 741,570 |

  5. Director Compensation Table

    1.Amounts represent cash compensation for services rendered during 2025 to each board member. Mr. Dar and Dr. Li chose to receive these fees in the form of fully-vested stock awards with a grant value equal to the amounts listed in this column. 2.Amounts shown reflect the grant date fair value of awards of RSUs granted during 2025 other than the fully-vested stock grants made as payout of the cash compensation described in footnote (1) to this table. The grant date fair value was computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value does not take into account any estimated forfeitures. These amounts reflect the accounting cost for RSUs and do not correspond to the actual economic value that may be received by our directors upon settlement of the RSUs or any sale of any of the underlying shares of Class A common stock. We provide information regarding the assumptions used to calculate the value of all RSUs granted to our directors in “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K. 3.Amounts shown reflect the grant date fair value of stock option awards granted during 2025. The grant date fair value was computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by the director upon exercise of the stock options or any sale of any of the underlying shares. The assumptions used in calculating the grant-date fair value of the awards reported in this column are set forth in “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K. 4.Mr. Bogue waived his right to receive his annual retainer fees and annual stock awards under our Director Compensation Policy at our 2025 Annual Meeting of Stockholders. 5.As of December 31, 2025, Dr. Borgeson held (i) options to purchase a total of 144,238 shares of our Class A common stock and (ii) RSUs covering a total of 22,016 shares of our Class A common stock. 6.Dr. Bumpus was appointed to the Board on March 15, 2025 and was granted an initial award in March 2025 and a pro-rated annual award in June 2025. As of December 31, 2025, she held (i) options to purchase a total of 95,115 shares of our Class A common stock and (ii) RSUs covering a total of 47,557 shares of our Class A common stock. During 2025, Dr. Bumpus was granted (i) two RSU awards: an initial award with a grant date fair value of $249,995 and a pro-rated annual award with a grant date fair value of $56,251; and (ii) two stock option awards: an initial award with a grant date fair value of $310,061 and a pro-rated annual award with a grant date fair value of $68,339. 7.As of December 31, 2025, Mr. Dar held (i) options to purchase a total of 131,738 shares of our Class A common stock and (ii) RSUs covering a total of 22,016 shares of our Class A common stock. 8.As of December 31, 2025, Dr. Hershberg held (i) options to purchase a total of 669,238 shares of our Class A common stock and (ii) RSUs covering a total of 22,016 shares of our Class A common stock. 9.As of December 31, 2025, Dr. Li held (i) options to purchase a total of 159,516 shares of our Class A common stock and (ii) RSUs covering a total of 22,016 shares of our Class A common stock. 10.As of December 31, 2025, Dr. Michor held (i) options to purchase a total of 190,462 shares of our Class A common stock and (ii) RSUs covering a total of 54,721 shares of our Class A common stock. 11.Ms. Sun was appointed to the Board on March 15, 2025 and was granted an initial award in March 2025 and a pro-rated annual award in June 2025. As of December 31, 2025, she held (i) options to purchase a total of 95,115 shares of our Class A common stock and (ii) RSUs covering a total of 47,557 shares of our Class A common stock. During 2025, Ms. Sun was granted (i) two RSU awards: an initial award with a grant date fair value of $249,995 and a pro-rated annual award with a grant date fair value of $56,251; and (ii) two stock option awards: an initial award with a grant date fair value of $310,061 and a pro-rated annual award with a grant date fair value of $68,339.

  6. Proposal 1 Election of Directors

    Proposal 1 Election of Directors The Board of Directors currently consists of ten members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of Directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to Directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The members of the classes are divided as follows:

  7. Proposal 1 Election of Directors

    | CLASS I DIRECTORS Zachary Bogue, Zavain Dar, and Robert Hershberg, and their terms will expire at the annual meeting of stockholders to be held in 2028; | CLASS II DIRECTORS Christopher Gibson, Najat Khan, and Franziska Michor, and their terms will expire at the Annual Meeting; and | CLASS III DIRECTORS Blake Borgeson, Namandjé Bumpus, Dean Li, and Elaine Sun, and their terms will expire at the annual meeting of stockholders to be held in 2027. |

  8. Proposal 1 Election of Directors

    Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board of Directors may be filled only with persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board of Directors is divided into three classes with staggered three-year terms, which may delay or prevent a change of our management or a change in control of the Company. Each of Najat Khan and Franziska Michor is currently a member of the Board of Directors and, at the recommendation of our Nominating and Corporate Governance Committee, has been nominated for re-election to serve as a Class II director. Each of these nominees has agreed to stand for re-election at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2029 and until his or her successor has been duly elected and qualified, or until the director’s earlier death, resignation, or removal. Directors are elected by a plurality of the votes of the holders of shares present by virtual attendance or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted if authority to do so is not withheld for the election of the nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board of Directors.

  9. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    NOMINEES FOR ELECTION AS CLASS II DIRECTORS The following table and narrative information identifies our director nominees, and sets forth their principal occupation and business experience during the last five years and their ages as of April 21, 2026.

  10. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | Name | Committee Membership | Director Since | Age | | Najat Khan, Ph.D. | Strategic Transactions and Finance | 2024 | 42 | | Franziska Michor, Ph.D. | Research and Development; and Technology | 2024 | 43 |

  11. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | Najat Khan, Ph.D. | | | COMMITTEE MEMBERSHIP Strategic Transactions and Finance DIRECTOR SINCE 2024 AGE 42 | Najat Khan, Ph.D., has served as our Chief Executive Officer and President since January 2026 and as a member of our Board since April 2024. She previously held the roles of Chief Research and Development Officer and Chief Commercial Officer from July 2024 to December 2025. Prior to joining Recursion, Dr. Khan was the Chief Data Science Officer and Senior Vice President/Global Head, Strategy and Portfolio Organization, R&D, of Johnson and Johnson, which she held from June 2023 to June 2024 and she previously held the following roles with Johnson and Johnson: Chief Data Science Officer and Senior Vice President/Global Head, Strategy and Operations, R&D, from May 2020 to June 2023; Chief Operating Officer, R&D Data Science and Global Head, Strategy and Operations, R&D, from November 2019 to May 2020 and April 2019 to May 2020, respectively; and Head of R&D Strategic Initiatives from March 2018 to March 2019. She was also Co-chair of Johnson and Johnson’s Data Science Council from February 2020 to June 2024. Dr. Khan progressed through several roles of increasing seniority at The Boston Consulting Group, culminating in her positions as Partner within the Healthcare Practice, from August 2011 to February 2018. Dr. Khan holds a Ph.D. in Organic Chemistry with a focus in Computational Chemistry from the University of Pennsylvania and a B.S. in Computational Chemistry from Colgate University with a minor in Economics/Business. Our Board believes Dr. Khan is qualified to serve on our Board because of her extensive experience in drug discovery, development, commercialization, Data Science and AI, as well as life sciences business leadership. |

  12. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | Franziska Michor, Ph.D. | | | COMMITTEE MEMBERSHIP Research and Development Technology DIRECTOR SINCE 2024 AGE 43 | Franziska Michor, Ph.D., has served as a member of our Board since November 2024. Dr. Michor is the Charles A. Dana Chair in Human Cancer Genetics at the Dana-Farber Cancer Institute and a Professor of Computational Biology and of Stem Cell and Regenerative Biology at Harvard University. Dr. Michor obtained her undergraduate training in mathematics and molecular biology from the University of Vienna, Austria, and her Ph.D. from the Department of Organismic and Evolutionary Biology at Harvard University. Afterwards, she was awarded a fellowship from the Harvard Society of Fellows. From 2007 until 2010, she was an Assistant Professor in the Computational Biology Program at Memorial Sloan-Kettering Cancer Center. Dr. Michor is the director of the Dana-Farber Cancer Institute Center for Cancer Evolution. She has been the recipient of the Theodosius Dobzhansky Prize of the Society for the Study of Evolution, the Alice Hamilton Award, the Vilcek Prize for Creative Promise in Biomedical Science, the 36th Annual AACR Award for Outstanding Achievement in Cancer Research, and others. Dr. Michor’s laboratory investigates the evolutionary dynamics of cancer initiation, progression, response to therapy, and emergence of resistance. Our Board believes Dr. Michor is qualified to serve on our Board because of her expertise in oncology and computational biology. |

  13. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | ✓ | The Board of Directors recommends voting “FOR” the election of Najat Khan and Franziska Michor as Class II Directors, to serve for a three-year term ending at the annual meeting of stockholders to be held in 2029. |

  14. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE The following table and narrative information identifies our directors continuing in office, and sets forth their principal occupation and business experience during the last five years and their ages as of April 21, 2026.

  15. DIRECTORS CONTINUING IN OFFICE

    | Name | Committee Membership | Director Since | Age | | Zachary Bogue, J.D. | Compensation; and Corporate Social Responsibility | 2018 | 50 | | Blake Borgeson, Ph.D. | Audit; Nominating and Corporate Governance; Technology; and Corporate Social Responsibility | 2013 | 44 | | Namandjé Bumpus, Ph.D. | Nominating and Corporate Governance; Research and Development; and Technology | 2025 | 45 | | Zavain Dar | Audit; Nominating and Corporate Governance; Technology; Strategic Transactions and Finance; and Corporate Social Responsibility; | 2016 | 37 | | Robert Hershberg, M.D., Ph.D. | Compensation; Research and Development; and Strategic Transactions and Finance | 2020 | 63 | | Dean Y. Li, M.D., Ph.D. | Research and Development | 2013 | 64 | | Elaine Sun | Audit; and Compensation | 2025 | 55 |

  16. CLASS I DIRECTORS

    CLASS I DIRECTORS

  17. (Term Expires at the 2028 Annual Meeting of Stockholders)

    | Zachary Bogue, J.D. | | | COMMITTEE MEMBERSHIP Compensation Corporate Social Responsibility DIRECTOR SINCE 2018 AGE 50 | Zachary Bogue, J.D., has served as a member of our Board since August 2018. Mr. Bogue brings to bear more than two decades of experience in Silicon Valley as an entrepreneur, venture capitalist, attorney, and angel investor. Mr. Bogue co-founded DCVC in 2010, and he continues to serve as its Co-Managing Partner. Mr. Bogue led DCVC’s significant investments in Freenome, Relation Therapeutics, Planet Labs, Tala, Oklo, CH4 Global and Insight M. Prior to co-founding DCVC, Mr. Bogue was an entrepreneur, founding three companies in Silicon Valley and an angel investor, with early investments in companies like Block and Uber Technologies. In 2015, the World Economic Forum named Mr. Bogue a Young Global Leader in recognition of his leadership at the intersection of transformative technology and urgent global issues, and he is active in the Davos community. Mr. Bogue graduated with honors from Harvard University in Environmental Science and Public Policy and earned his J.D. with honors from Georgetown Law School. Our Board believes Mr. Bogue is qualified to serve on our Board because of his technical background and his knowledge of and perspective on the Company. |

  18. (Term Expires at the 2028 Annual Meeting of Stockholders)

    | Zavain Dar | | | COMMITTEE MEMBERSHIP Audit Nominating and Corporate Governance Technology Strategic Transaction and Finance Corporate Social Responsibility DIRECTOR SINCE 2016 AGE 37 | Zavain Dar has served as a member of our Board since September 2016. Mr. Dar is currently a Founder and Managing Partner of Dimension, a technology and life science investment firm, a position he has held since March 2022. At Dimension, Mr. Dar invests in the union of cutting-edge biotech and software. Prior to founding Dimension, Zavain was a General Partner at Lux Captial, a tech venture firm, from 2014 to 2022, where he invested in companies leveraging machine learning and AI to augment and replace physical-world functions including biology, language, manufacturing, and analysis. Previously, Mr. Dar was a founder and computer scientist. At Discovery Engine (acquired by Twitter) he engineered machine learning and AI systems across a proprietary distributed computing framework to build web-scale ranking algorithms. Mr. Dar has a B.S. in Symbolic Systems and a M.S. in Theoretical Computer Science from Stanford University where he was a researcher in Stanford’s AI Lab and a Lecturer in the Symbolic Systems Department. Our Board believes Mr. Dar is qualified to serve on our Board because of his technical background and his knowledge of and perspective on the Company. |

  19. (Term Expires at the 2028 Annual Meeting of Stockholders)

    | Robert Hershberg, M.D., Ph.D. | | | COMMITTEE MEMBERSHIP Compensation Research and Development Strategic Transactions and Finance DIRECTOR SINCE 2020 AGE 63 | Robert Hershberg, M.D., Ph.D., has served as a member of our Board since March 2020. He has served as a Venture Partner at Frazier Healthcare Partners since March 2020. Previously, Dr. Hershberg served as the President, Chief Executive Officer and Chairman of the Board of Directors of HilleVax, Inc, from March 2020 to September 2025. Previously, from April 2017 to March 2020, Dr. Hershberg was the executive vice president and head of business development and global alliances at Celgene (acquired by Bristol-Myers Squibb in 2019). He was employed in positions of ascending responsibility at Celgene since joining the company in 2014, including his role as Chief Scientific Officer from January 2016 to March 2020. Before Celgene, he served several roles at VentiRx Pharmaceuticals, a clinical-stage biopharmaceutical company which he co-founded in 2006 and was Chief Executive Officer from September 2012 until the company’s acquisition by Celgene in February 2017. Dr. Hershberg currently serves on the board of directors of Adaptive Biotechnology and AtaiBeckley. He previously served on the boards of directors of Nanostring Technologies, Inc., from 2015 to April 2022, Silverback Therapeutics, from 2017 to November 2022, and Fate Therapeutics, from 2020 to June 2024. He also serves on the scientific advisory board of Danaher. He holds a Ph.D. in biology from the University of California, San Diego’s Affiliated Ph.D. program with the Salk Institute and an M.D. and a B.A. from the University of California, Los Angeles, completed under the Medical Scientist Training Program (MSTP). Our Board believes that Dr. Hershberg is qualified to serve on our Board because of his scientific background, his senior management experience in the pharmaceutical industry, and his knowledge of and perspective on the Company. |

  20. CLASS III DIRECTORS

    CLASS III DIRECTORS

  21. (Term Expires at the 2027 Annual Meeting of Stockholders)

    | Blake Borgeson, Ph.D. | | | COMMITTEE MEMBERSHIP Audit Nominating and Corporate Governance Technology Corporate Social Responsibility DIRECTOR SINCE 2013 AGE 44 | Blake Borgeson, Ph.D., a co-founder of the Company, has served as a member of our Board since the company’s founding in November 2013, and served as our Chief Technical Officer from November 2013 to July 2018. Dr. Borgeson earned a B.S. in electrical engineering from Rice University. From 2003 to 2004, Dr. Borgeson worked as a software research intern at M.E. Mueller Institute at Bern, Switzerland, researching and building real-time navigation software for surgical procedures. From 2005 to 2016, he co-founded an e-commerce company, BuildASign.com. In August 2016, Dr. Borgeson was awarded a Ph.D. in biology for his bioinformatics work at UT Austin. Dr. Borgeson has served on the board of the Machine Intelligence Research Institute in Berkeley since September 2018, which focuses on doing foundational mathematical research to ensure smarter-than-human artificial intelligence has a positive impact. Our Board believes Dr. Borgeson is qualified to serve on our Board because of his technical background and his knowledge of and perspective on the Company. |

  22. (Term Expires at the 2027 Annual Meeting of Stockholders)

    | Namandjé Bumpus, Ph.D. | | | COMMITTEE MEMBERSHIP Nominating and Corporate Governance Research and Development Technology DIRECTOR SINCE 2025 AGE 45 | Namandjé Bumpus, Ph.D., has served as a member of our Board since March 2025. Dr. Bumpus currently serves as the Chief Scientific and Innovation Officer of Charles River Laboratories, a position she has held since January 2026. She previously served as the FDA’s Principal Deputy Commissioner from February 2024 until December 2024. She began her career at the FDA as Chief Scientist in August 2022 before being promoted to Principal Deputy Commissioner. As Principal Deputy Commissioner, she oversaw the agency’s operations and worked closely with the FDA Commissioner to develop and implement key public health initiatives. Prior to joining the FDA, Dr. Bumpus was on the faculty at Johns Hopkins from 2010 to 2022, where she rose through the ranks to ultimately serve as the E.K. Marshall and Thomas H. Maren Professor and chair of the Department of Pharmacology and Molecular Sciences at the Johns Hopkins University School of Medicine from 2020 to 2022. At Hopkins, Dr. Bumpus also served as associate dean for basic research. Her research expertise is in pharmacology, pharmacogenetics, and bioanalytical chemistry. Prior to becoming a faculty member at Hopkins, she completed a postdoctoral fellowship at The Scripps Research Institute in La Jolla, CA. Dr. Bumpus earned a Ph.D. in pharmacology from the University of Michigan and a bachelor’s degree in Biology from Occidental College. She is an elected fellow of the American Association for the Advancement of Science and a member of the National Academy of Medicine. Our Board believes Dr. Bumpus is qualified to serve on our Board because of her research experience in pharmacology, pharmacogenetics, and bioanalytical chemistry, as well as her regulatory experience. |

  23. (Term Expires at the 2027 Annual Meeting of Stockholders)

    | Dean Y. Li, M.D., Ph.D. | | | COMMITTEE MEMBERSHIP Research and Development DIRECTOR SINCE 2013 AGE 64 | Dean Y. Li, M.D., Ph.D., a co-founder of the Company, has served as a member of our Board since its founding in November 2013. Dr. Li has served as Executive Vice President and President, Merck Research Laboratories since January 2021. Dr. Li previously served as Senior Vice President of Discovery Sciences and Translational Medicine, Merck Research Laboratories from November 2018 to December 2020. He joined Merck in February 2017 as Vice President and Head of Translational Medicine. Before joining Merck, Dr. Li was conducting medical research at the University of Utah from July 1994 to March 2017. During his time at the university, he co-founded multiple biotech companies stemming from research from his laboratory, including Recursion, Hydra Biosciences and Navigen Pharmaceuticals. Dr. Li served as the H.A. & Edna Benning Professor of Medicine and Cardiology, the vice-dean of research at the University of Utah Health Science Center, and as the chief scientific officer of University of Utah Health Care. Dr. Li also served as interim chief executive officer of Associated Regional University Pathologists, the nation’s third-largest clinical reference laboratory, from June 2015 to August 2016. Dr. Li trained at Washington University in Saint Louis before moving to the University of Utah to work as a post-doctoral scientist in the laboratory of Mark Keating. Dr. Li holds an M.D. and a Ph.D. from Washington University School of Medicine in St. Louis and a B.S. in Chemistry from The University of Chicago. Our Board believes Dr. Li is qualified to serve on our Board because of his scientific background, his senior management experience in the pharmaceutical industry, and his knowledge of perspective on the Company. |

  24. (Term Expires at the 2027 Annual Meeting of Stockholders)

    | Elaine Sun, M.B.A. | | | COMMITTEE MEMBERSHIP Audit Compensation DIRECTOR SINCE 2025 AGE 55 | Elaine Sun, M.B.A., has served as a member of our Board since March 2025. Ms. Sun has served as Chief Financial Officer and Chief Operating Officer of Mammoth Biosciences, Inc., a CRISPR gene editing company, since March 2022. Previously, she served as Senior Vice President and Chief Financial Officer of Halozyme Therapeutics, Inc., a public commercial-stage biotechnology company, from March 2020 to February 2022. Prior to joining Halozyme, Ms. Sun served in senior management positions at SutroVax, Inc. (now known as Vaxcyte, Inc., a publicly traded life sciences company specializing in developing novel vaccines) from January 2017 to December 2019, most recently serving as Chief Financial Officer and Chief Strategy Officer. Previously, Ms. Sun served as Managing Director and Head of West Coast Healthcare for Evercore Partners and Managing Director at Merrill Lynch & Co., Inc., advising pharmaceutical, biotechnology and medical device companies on M&A and corporate finance transactions. She previously served on the board of directors of Dynavax Technologies Corporation from December 2021 to January 2026. Ms. Sun received her M.B.A. degree from Harvard Business School and her B.A. degree from Wellesley College. Our Board believes Ms. Sun is qualified to serve on our Board because of her financial expertise and extensive operational experience in the biotechnology industry. |

  25. CURRENT DIRECTORS NOT STANDING FOR RE-ELECTION

    CURRENT DIRECTORS NOT STANDING FOR RE-ELECTION

  26. CURRENT DIRECTORS NOT STANDING FOR RE-ELECTION

    | Christopher Gibson, Ph.D. | | | COMMITTEE MEMBERSHIP Research and Development Technology Corporate Social Responsibility DIRECTOR SINCE 2013 AGE 43 | Christopher Gibson, Ph.D., is our co-founder and Chair of the Board, as of January 1, 2026. From 2013 through 2025, Dr. Gibson served as Chief Executive Officer of the Company. Previously, Dr. Gibson was an M.D./Ph.D. student at the University of Utah. After obtaining his Ph.D., he withdrew from medical school to found Recursion. He has undergraduate degrees in bioengineering (B.S.) and managerial studies (B.A.) from Rice University. Dr. Gibson currently serves on the board of directors of Pacific Biosciences of California, Inc., since March 2026. He is also on the board of Cellino, a private cell-therapy technology company and informally advises dozens of young biotechnology founders. He is also a Board member of the Salt Lake Tribune, one of the nation’s first not-for-profit newspapers. Dr. Gibson is co-author of more than a dozen peer-reviewed studies in a variety of journals including Nature, Nature Protocols, Circulation, and the Journal of Clinical Investigation. Dr. Gibson is not standing for re-election and his current term will expire at the Annual Meeting. The Board extends its sincere gratitude and appreciation to Dr. Gibson for his steadfast service, leadership, and dedication to the Company since the very beginning. |

  27. 2025 COMPENSATION HIGHLIGHTS

    2025 COMPENSATION HIGHLIGHTS Our fiscal year 2025 compensation plans and payouts for our Named Executive Officers reflect our overarching philosophy of pay-for-performance. Highlights of our compensation program include: •Competitive salary increases: Salary increases were targeted to align with the 50-75th percentile of our peers. •Emphasis on Long-Term Equity Awards: A majority of the compensation granted to our Named Executive Officers was delivered in the form of stock options and RSUs, both with 4-year vesting. •Rigorous Annual Incentive Goals: We set goals to drive performance and align with stockholder values, with a payout of 80% of target in 2025.

  28. Executive Compensation Program Design

    | Compensation Element | Overview | Purpose | | Base Salary | Base salaries provide a fixed level of compensation informed by our market peer group and individual performance. | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance. | | Short-Term Incentive | The determination of annual cash incentives for executives reflects achievement of Company objectives reviewed by our Compensation Committee and approved by our Board of Directors paid 50% in cash and 50% in equity. | Designed to motivate our executives to achieve short-term objectives while making progress towards longer-term value creation. | | Long-Term Incentive Equity | Executives received a mix of 50% stock options and 50% RSUs that generally vest over four-years.(1) | Designed to align the interests of our executives and stockholders by motivating executives to create sustainable long-term stockholder value. | | Benefits | We offer competitive benefits, as well as participation in an employee stock purchase plan. | Designed to align with competitive norms for comparable companies. |

  29. Executive Compensation Program Design

    1.Beginning in 2026, the Compensation Committee approved changes in our executive compensation program, granting solely RSUs to executive officers, instead of a mix of RSUs and stock options. For further explanation, see “2026 Changes to Executive Compensation” below. As shown below, approximately 92% of the total compensation for our CEO and approximately 82% of the average total compensation for our other NEOs was granted in the form of an annual incentive and long-term equity, which the Compensation Committee consider to be strong pay-for-performance pay elements for our current stage of business profile. *Figures may not total 100% due to rounding.

  30. 2026 CHANGES TO EXECUTIVE COMPENSATION

    2026 CHANGES TO EXECUTIVE COMPENSATION As part of its regular review of our executive compensation program, the Compensation Committee in February 2026 approved a change to the structure of long-term equity awards beginning in fiscal year 2026. Specifically, the Compensation Committee determined that equity awards to executive officers will be granted solely in the form of RSUs, rather than a mix of RSUs and stock options as in prior years. In making this determination, the Compensation Committee considered several factors, including its desire to further emphasize the long-term alignment of executive compensation with stockholder interests, enhance the retentive value of equity awards in periods of market volatility, and reduce the Company’s equity burn rate and potential shareholder dilution over time. Additional details regarding these executive awards will be included in the fiscal year 2027 proxy statement.

  31. ROLE OF THE CONSULTANT

    ROLE OF THE CONSULTANT The Compensation Committee may engage the services of outside advisors, experts and others to assist the Compensation Committee. During fiscal year 2025, the Compensation Committee retained the services of Compensia as independent executive compensation consultant to advise the Compensation Committee on compensation matters related to the executive and director compensation programs. In fiscal year 2025, Compensia provided the following support: •assisted in the review and updating of our compensation peer group; •analyzed the executive compensation levels and practices of the companies in our compensation peer group; •provided advice with respect to compensation best practices and market trends for our Named Executive Officers and directors; •assisted with the design of the short-term and long-term incentive compensation plans with appropriate performance goals and targets for our Named Executive Officers and other executives; and, •provided ad hoc advice and support throughout the year. Compensia reported to and worked for the Compensation Committee. Prior to engaging Compensia, the Compensation Committee considered the specific independence factors adopted by the SEC and the Nasdaq and determined that Compensia is independent and that Compensia's work did not raise any conflicts of interest.

  32. ROLE OF COMPETITIVE MARKET DATA

    ROLE OF COMPETITIVE MARKET DATA As part of its annual compensation review process, the Compensation Committee generally reviews competitive market data for positions comparable to those of our Named Executive Officers and other key executives. In October 2024, the Compensation Committee, with the assistance of Compensia, reviewed our executive compensation peer group. The executive compensation peer group approved by the Compensation Committee to support fiscal 2025 pay decisions was comprised of direct competitors and other platform/drug discovery biotech companies, pre-commercial biotechnology companies, health care technology companies with tools and services supporting drug discovery, and AI and data software companies. Additional factors that were considered in identifying peers included: •revenue less than approximately $300 million; •a market capitalization between approximately $300 million and $8 billion; and •headquarters in the United States. Based on these criteria, the Compensation Committee approved the following peer group of 16 companies:

  33. ROLE OF COMPETITIVE MARKET DATA

    | •AbCellera Biologics •Adaptive Biotechnologies •BridgeBio Pharma •C3.ai •Certara •Cytek Biosciences | •Denali Therapeutics •Dyne Therapeutics •IDEAYA BioSciences •Intapp •Relay Therapeutics | •Repligen •Rocket Pharmaceuticals •Schrödinger •SoundHound AI •Twist Bioscience |

  34. ROLE OF COMPETITIVE MARKET DATA

    The Compensation Committee evaluates the peer group annually and modifies the peer group as needed. Given that not all of the peer companies report data for a position comparable to each of our executive officers, the Compensation Committee also reviewed market data from the Radford Global Survey. Our Compensation Committee utilizes market data as one reference point along with various other factors, such as the individual's performance, experience, and competitive market conditions in making compensation decisions. As such, the Compensation Committee does not commit to setting our executive pay levels at any particular percentile of the peer group.

  35. BASE SALARY

    1.In November 2025, Najat Khan was appointed CEO, effective January 1, 2026, at which time her salary was increased to $680,000. In February 2026, the Compensation Committee, in recognition of her contributions as she transitioned to CEO, set her 2026 salary at $700,000. 2.Ben Taylor’s base salary is established in GBP (£), was £340,000 at the time of his initial appointment, and was increased to £400,000 on December 2, 2024; amount shown is £400,000 salary converted to USD ($) as of December 31, 2025. Base salary adjustments were made after taking into account market data and the additional considerations described above, including the scope of role and individual performance of our Named Executive Officers. Dr. Gibson’s salary was increased following a finding that his salary was below the 25th percentile of our peer group; following the increase his salary was below the median of our peers. Mr. Taylor’s base salary was set at the end of fiscal year 2024 in connection with him joining the Company, and therefore no changes were made in fiscal year 2025.

  36. SHORT-TERM INCENTIVE COMPENSATION

    SHORT-TERM INCENTIVE COMPENSATION Our short-term incentive compensation program motivates and rewards all our employees, including our executives, for achievements relative to our goals and expectations for each fiscal year. Recursion believes that ambitious goal setting is essential for driving long-term performance and innovation. As such, all internal goals set by the Company each year are ‘stretch-assignments’ encouraging our team to adopt new approaches and challenge assumptions to achieve long-term business value and patient impact.

  37. Annual Bonuses

    Annual Bonuses All employees of Recursion, including Named Executive Officers, are eligible for an annual cash bonus of up to 25% of annual salary. In addition, each Named Executive Officer has an additional short-term incentive in the form of fully vested equity award(s) with an intended value equivalent to the amount of annual cash bonus that they earned. Each Named Executive Officer thus has the same potential annual cash bonus (as a percentage of base salary) as all other Recursion employees. This approach is an important part of Recursion’s culture and helps shape our One Recursion approach to achieving corporate goals even at the expense of individual or department goals. At the beginning of each fiscal year, the Board reviews the strategy for the short-term incentive compensation and approves the goals and targets for the annual short-term incentive for all employees. Following the end of each fiscal year, our Compensation Committee determines the annual bonuses paid to our Named Executive Officers and all Recursion employees based upon our performance relative to our ambitious internal plan and corporate objectives for the year.

  38. Fiscal Year 2025 Target Annual Cash Bonuses

    Fiscal Year 2025 Target Annual Cash Bonuses In the first quarter of fiscal 2025, the Board and Compensation Committee reviewed the target annual bonuses of our executive officers, including our Named Executive Officers. The Compensation Committee determined to continue the One Recursion strategy and set all employees’ fiscal 2025 annual cash bonus target at 25%. The annual cash incentive opportunity for our Named Executive Officers is provided below:

  39. Fiscal Year 2025 Target Annual Cash Bonuses

    | Name | Base Salary ($) | Target Annual Cash Bonus (%) | Target Annual Cash Bonus Opportunity ($) | | Christopher Gibson | 680,000 | 25 | 170,000 | | Najat Khan(1) | 680,000 | 25 | 170,000 | | Ben Taylor(2) | 538,680 | 25 | 134,670 |

  40. Fiscal Year 2025 Target Annual Cash Bonuses

    1.Dr. Khan’s salary in 2025 was $600,000. However, in November 2025, Dr. Khan was appointed CEO, effective January 1, 2026, at which time her salary was increased to $680,000. The Compensation Committee determined to use the salary of $680,000 as the basis for determination of her cash and equity bonus award in recognition of her past and expected future contributions as she transitioned into the role of CEO. 2.Mr. Taylor’s base salary is established in GBP (£) and was £400,000; amount shown is salary converted to USD ($) as of December 31, 2025.

  41. Fiscal Year 2025 Corporate Performance Targets and Results

    Fiscal Year 2025 Corporate Performance Targets and Results The annual incentive opportunity of our Named Executive Officers in fiscal 2025 was tied to the achievement of ambitious but specific business objectives reviewed by our Compensation Committee and approved by our Board of Directors. These objectives are tied to defined, measurable operational and other non-financial goals for the year that we believe are critical for driving long-term shareholder value. Our Compensation Committee and Board of Directors believe that the objectives of the annual incentive program should push our employees beyond their current capabilities, driving performance, innovation, and growth. As such, 100% achievement of these goals may suggest that the Company is not pushing itself hard enough. Performance against each objective can be scored up to 100% of target. In addition to the performance goals established by the Board and Compensation Committee, which collectively represented 100% of the target payout opportunity under the annual incentive program, the Compensation Committee approved the opportunity to earn up to an additional 10% based on the achievement of short-term 90-day sprint goals. These goals were designed to support the timely and effective integration of Exscientia following the merger and focused on key operational and organizational integration milestones. Our Compensation Committee believes these goals and plan design are rigorous and support a strong emphasis on pay-for-performance throughout our Company. In January 2026, our Board and Compensation Committee evaluated our performance with consideration given to the input of our management team and Chief Executive Officer. Based on this evaluation, the Board and Compensation Committee determined that our performance factor for fiscal 2025 would result in an 80% payout for the year.

  42. Fiscal Year 2025 Corporate Performance Targets and Results

    | Business Objective | Weighting (%) | Payout Percentage (%) | | Pipeline: Demonstrate significant advancements in clinical development | 30 | 23 | | Partners: Become the indisputable TechBio partner of choice | 30 | 20 | | Platform: Build industrialized workflows, from map to clinical trials, maximizing our tooling across phenotypic and target insights | 20 | 11 | | People and Process: Fuel Company-wide delivery by integrating teams, culture and enabling infrastructure | 20 | 18 | | Integration: 90-Day Sprint Goals | 10 | 8 | | Total | 110 | 80 |

  43. Fiscal Year 2025 Corporate Performance Targets and Results

    | Name | Target Annual Cash Bonus (%) | Payout Percentage (%) | Annual Cash Bonus Earned ($) | | Christopher Gibson | 25 | 80 | 136,000 | | Najat Khan(1) | 25 | 80 | 136,000 | | Ben Taylor(2) | 25 | 80 | 108,695 |

  44. Fiscal Year 2025 Short-Term Equity Compensation

    Fiscal Year 2025 Short-Term Equity Compensation Each of our Named Executive Officers also received short-term equity compensation in the form of an award of fully vested RSUs, the number of which was calculated by dividing the intended value of the award (which was equal to 80% of target, based on the payout percentage approved by the Compensation Committee described above) by the average closing price per share for the 20 trading days ending on the last trading day immediately preceding the grant date, rounded down to the nearest whole RSU. The number of RSUs that each Named Executive Officer received as short-term equity compensation for 2025 was as follows:

  45. Fiscal Year 2025 Short-Term Equity Compensation

    | Name | Target Annual Equity Bonus (%) | Payout Percentage (%) | Intended Short-Term Equity Value ($) | Shares Granted (#) | | Christopher Gibson | 25 | 80 | 136,000 | 30,346 | | Najat Khan(1) | 25 | 80 | 136,000 | 30,346 | | Ben Taylor(2) | 25 | 80 | 108,695 | 24,254 |

  46. Fiscal Year 2025 Short-Term Equity Compensation

    1.Dr. Khan’s salary in 2025 was $600,000. However, in November 2025, Dr. Khan was appointed CEO, effective January 1, 2026, at which time her salary was increased to $680,000. The Committee determined to use the salary of $680,000 as the basis for determination of her cash and equity bonus award, as described above. 2.Mr. Taylor’s base salary is established in GBP (£) and he was to receive a short-term equity bonus payout with a value of £80,000; amount shown is converted to USD ($) as of February 6, 2026.

  47. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION We grant annual long-term incentive equity awards with multi-year vesting requirements to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our Class A common stock and, thereby, to align the interests of our Named Executive Officers with those of our stockholders. In 2025, the Compensation Committee approved annual equity awards in an equally weighted mix of RSUs and stock options in order to: create a strong and visible link between executive pay and Recursion’s stock price performance, align our executives’ interests with those of our stockholders, incentivize and retain our senior executives, and maintain a long-term incentive program that is competitive with practices at peer companies. Beginning in 2026, the Compensation Committee approved changes to our executive compensation program, granting solely RSUs to executive officers, instead of a mix of RSUs and stock options. For further explanation, see “2026 Changes to Executive Compensation” above. The annual equity awards granted to our Named Executive Officers were determined by our Compensation Committee in February 2025 after reviewing data from a competitive market analysis prepared by Compensia. In addition, our Compensation Committee considered the input of Dr. Gibson, our then-CEO, regarding the individual performance and pay levels for his direct reports. In connection with her appointment as CEO, in November 2025, Dr. Khan was granted additional RSUs with a value of $500,000 and stock options with a value of $500,000, each equity award vesting over four years subject to Dr. Khan’s continued service, which was intended to recognize her contributions as she transitions into the CEO role. These special awards to Dr. Khan were converted into a number of shares based the 20-trading day period ending on the last trading day immediately preceding the grant date.

  48. Fiscal Year 2025 Long-Term Equity Compensation

    Fiscal Year 2025 Long-Term Equity Compensation

  49. Fiscal Year 2025 Long-Term Equity Compensation

    | Name | RSUs Granted (#) | Options Granted (#) | Intended Value(1) ($) | | Christopher Gibson | 525,283 | 1,050,567 | 7,500,000 | | Najat Khan(2) | 295,038 | 590,077 | 4,000,000 | | Ben Taylor(3) | 35,018 | 70,037 | 500,000 |

  50. Fiscal Year 2025 Long-Term Equity Compensation

    1.The amounts listed are the target values of the grants. The aggregate grant date fair value of awards granted to each NEO for 2025 are provided in the “Summary Compensation Table.” 2.Dr. Khan was granted an annual equity award in February 2025, consisting of 210,113 RSUs and 420,226 stock options, with an intended value of $3 million. In connection with her appointment as CEO in November 2025, Dr. Khan was granted an additional equity award, consisting of 84,925 RSUs and 169,851 stock options, with an intended value of $1 million. 3.Mr. Taylor joined the Company in November 2024 and received an initial equity award in December 2024. As such, his annual award in February 2025 was reduced to reflect that recent award. The stock options to NEOs vest monthly over four years, subject to the applicable NEO’s continued service through the applicable vesting date. The RSUs to NEOs vest quarterly over four years, subject to the applicable NEO’s continued service through the applicable vesting date.

  51. EQUITY GRANT POLICY AND TIMING OF EQUITY GRANTS

    EQUITY GRANT POLICY AND TIMING OF EQUITY GRANTS Our Compensation Committee, in consultation with management, Compensia, and legal counsel, has adopted the following practices on equity compensation awards: •Annual awards of equity compensation are made to the executive team, including NEOs, on or about February 1 each year. These awards, through 2025, included stock options and RSUs. In granting the awards, the Compensation Committee determines a dollar value of the awards and the number of shares are then determined by dividing that value by the average closing price per share for the 20 trading days ending on the last trading day immediately preceding the grant date. The Compensation Committee does take material nonpublic information into account when determining the timing and terms of such awards and, if it determines such material nonpublic information was likely to be announced in the near future, would consider postponing the grant of awards to allow the market to adjust to disclosure of such information before determining the amount and terms of awards. •All awards of equity compensation to non-employee directors are made pursuant to the Director Compensation Policy, which provides that grants of equity are made automatically (i) on the date (or next trading day) of a new director’s appointment or election; and (ii) annually on the date of the Annual Meeting of Stockholders. Because these grants are self-effectuating, the Compensation Committee has no discretion as to when the grants are made.

  52. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    SEVERANCE AND CHANGE IN CONTROL BENEFITS In March 2021, we adopted an Executive Change in Control and Severance Plan, or our Severance Plan, under which our executive officers and certain other key employees will be eligible to receive severance benefits, as specified in and subject to the employee signing a participation agreement under our Severance Plan. Our Severance Plan became effective on April 15, 2021. The purpose of our Severance Plan is to provide assurances of specified benefits to participants whose employment could be involuntarily terminated under the circumstances described in the Severance Plan, in order to attract, retain, and reward senior level employees. Dr. Khan and Mr. Taylor are participants under our Severance Plan, eligible for the rights to the applicable severance payments and benefits, which are described below under the section titled “Potential Payments Upon Termination or Change in Control.” Dr. Gibson was a participant under the Severance Plan until he stepped down as CEO, effective January 1, 2026. Mr. Taylor’s employment letter also requires that Mr. Taylor be provided with three months advance notice prior to his employment being terminated or payment in lieu thereof. In addition, Mr. Taylor is entitled to garden leave under certain circumstances described in the employment letter. If Mr. Taylor receives any garden leave or pay in lieu of notice, such amounts will offset the severance benefits to which he otherwise may be entitled under the Severance Plan.

  53. ACCOUNTING TREATMENT

    ACCOUNTING TREATMENT We account for stock compensation in accordance with the authoritative guidance set forth in FASB ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSU awards, over the period during which the award recipient is required to perform services in exchange for the award. Compensation Committee Report The Compensation Committee submitted the following report: The Compensation Committee, comprised of independent directors, reviewed and discussed the above Compensation Discussion and Analysis with our management. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. THE COMPENSATION COMMITTEE Robert Hershberg, Chair Zachary Bogue Elaine Sun

  54. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our Named Executive Officers for the years ended December 31, 2025, December 31, 2024, and December 31, 2023.

  55. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non- Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Christopher Gibson, former Chief Executive Officer and President and current Chair of the Board | 2025 | 680,000 | — | 3,808,302 | 4,846,699 | 256,777 | 15,731(4) | 9,607,508 | | | 2024 | 600,000 | — | 3,364,500 | 4,274,816 | 241,865 | 18,405 | 8,499,587 | | | 2023 | 560,833 | — | 3,478,140 | 4,328,352 | 224,483 | 21,400 | 8,613,209 | | Najat Khan, current Chief Executive Officer and President | 2025 | 600,000 | — | 1,944,547 | 2,501,058 | 256,777 | 46,683(5) | 5,349,065 | | | 2024 | 285,000 | 500,000 | 3,647,774 | 4,592,021 | 115,824 | 54,185 | 9,194,805 | | Ben Taylor,(6) Chief Financial Officer | 2025 | 538,680 | — | 253,881 | 323,110 | 205,226 | 7,586(7) | 1,328,483 | | | 2024 | 53,392 | — | 2,255,389 | 5,662,543 | 200,327 | — | 8,171,651 |

  56. Summary Compensation Table

    1.The amounts shown in this column reflect the aggregate grant date fair value of RSUs awarded during the applicable year, calculated in accordance with FASB ASC Topic 718. The grant date fair value does not take into account any estimated forfeitures. These amounts reflect the accounting cost for RSUs and do not correspond to the actual economic value that may be received by our NEOs upon settlement of the RSUs or any sale of any of the underlying shares of Class A common stock. We provide information regarding the assumptions used to calculate the value of all RSUs granted to our NEOs in “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K. 2.In accordance with SEC rules, the amount in this column reflects the aggregate grant date fair value of stock options granted during the applicable year, calculated in accordance with FASB ASC Topic 718, rather than the amount paid or realized by the NEO. The grant date fair value does not take into account any estimated forfeitures. We provide information regarding the assumptions used to calculate the value of all stock options granted to our NEOs in “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K. 3.Represents amounts earned under our 2025 short-term incentive compensation program, which consisted of the following cash bonuses and grants of fully-vested restricted stock units to each of our Named Executive Officers in February 2026, which shares of Class A common stock had the following grant date fair values:

  57. Summary Compensation Table

    | Executive Name | Year | Cash Bonus ($) | Restricted Stock Units (#) | Restricted Stock Unit Grant Date Fair Value ($) | | Christopher Gibson | 2025 | 136,000 | 30,346 | 120,777 | | Najat Khan | 2025 | 136,000 | 30,346 | 120,777 | | Ben Taylor | 2025 | 108,695 | 24,254 | 96,531 |

  58. Summary Compensation Table

    Our short-term incentive compensation program is more fully described in the CD&A under the section titled “Short-Term Incentive Compensation.” 4.The amount consists of $14,000 in matching contributions to our 401(k) plan and $1,731 in short- and long-term disability premiums. 5.The amount consists of $14,000 in matching contributions to our 401(k) plan, $1,731 in short- and long-term disability premiums, and $30,952 for Company-provided housing in Salt Lake City. 6.The actual base salary paid to Mr. Taylor was £400,000, which was converted to USD using the foreign exchange rate of 1.3467 as of December 31, 2025. The actual cash bonus paid to Mr. Taylor was of £80,000, which was converted to USD using the foreign exchange rate of 1.35869 as of February 6, 2026. 7.The amount consists of $1,779 (£1,321) in matching contributions to our 401(k) plan, $1,379 (£1,024) in short- and long-term disability premiums, $469 (£348) in contributions to the Annual Cash Plan, and $3,960 for Company-provided housing in Salt Lake City. Amounts listed in GBP were converted to USD using the foreign exchange rate of 1.3467 as of December 31, 2025.

  59. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table The following table sets forth information concerning each grant of an award made to our NEOs during the fiscal year ended December 31, 2025 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:

  60. Grants of Plan Based Awards Table

    | Participant Name | Grant Date | Date of Committee Action | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($)(1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/share)(4) | Grant Date Fair Value of Stock Awards and Option Awards ($)(5) | | Christopher Gibson | | | 340,000 | | | | | | | 2/3/2025 | 2/3/2025 | | 525,283 | | | 3,808,302 | | | 2/3/2025 | 2/3/2025 | | | 1,050,567 | 7.25 | 4,846,699 | | Najat Khan | | | 340,000 | | | | | | | 2/3/2025 | 2/3/2025 | | 210,113 | | | 1,523,319 | | | 2/3/2025 | 2/3/2025 | | | 420,226 | 7.25 | 1,938,676 | | | 11/5/2025 | 11/5/2025 | | 84,925 | | | 421,228 | | | 11/5/2025 | 11/5/2025 | | | 169,851 | 4.96 | 562,382 | | Ben Taylor | | | 269,340 | | | | | | | 2/3/2025 | 2/3/2025 | | 35,018 | | | 253,881 | | | 2/3/2025 | 2/3/2025 | | | 70,037 | 7.25 | 323,110 |

  61. Grants of Plan Based Awards Table

    1.The amounts represent the target award opportunity payable to each NEO under our short-term incentive compensation program described in “Principal Elements of Compensation — Short-Term Incentive Compensation” above. The Compensation Committee approved the targets under the program in February 2025. The amounts listed include a cash payout opportunity with a target of 25% of base salary and an equity payout opportunity with a target of 25% of base salary. The actual amounts paid to each NEO for 2025 are provided in the “Summary Compensation Table.” As there are no threshold amounts with respect to these annual cash incentive payments, the column “Threshold ($)” is inapplicable and therefore has been omitted from this table. Payments under the annual cash incentive program were not subject to any maximum limit, therefore the column “Maximum ($)” has also been omitted from this table. The target award opportunity payable to Mr. Taylor was £200,000, which was converted to USD using the foreign exchange rate of 1.3467 as of December 31, 2025. 2.Consists of RSUs granted under our 2021 Plan. The RSUs are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below. 3.Consists of stock options granted under our 2021 Plan. The stock options are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below. 4.The exercise price of these stock options is equal to the closing price of our Class A common stock as reported on the Nasdaq Global Market on the grant date. 5.The amounts reflect the aggregate grant date fair value of stock options and RSUs awarded in 2025, computed in accordance with the provisions of FASB ASC Topic 718 disregarding the effect of estimated forfeitures related to service-based vesting. These amounts reflect the accounting cost for the stock options and RSUs and do not correspond to the actual economic value that may be received by the NEO upon exercise of the stock options, settlement of the RSUs or any sale of any of the underlying shares of Class A common stock. See “Note 2—Summary of Significant Accounting Policies—Stock-Based Compensation” to our audited financial statements included in our Annual Report filed on Form 10-K.

  62. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information concerning outstanding equity awards held by our NEOs as of December 31, 2025.

  63. Outstanding Equity Awards at Fiscal Year-End Table

    | | | | Option Awards* | | | | Stock Awards* | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | | Christopher Gibson | 2/3/2025(2) | 2/1/2025 | 218,861 | 831,706 | 7.25 | 2/3/2035 | — | — | | | 2/3/2025(3) | 2/1/2025 | — | — | — | — | 426,793 | 1,745,583 | | | 2/9/2024(2) | 2/1/2024 | 305,654 | 361,244 | 10.09 | 2/9/2034 | — | — | | | 2/9/2024(3) | 2/1/2024 | — | — | — | — | 187,569 | 767,157 | | | 2/1/2023(2) | 2/1/2023 | 576,299 | 237,301 | 8.55 | 2/1/2033 | — | — | | | 2/1/2023(3) | 5/15/2023 | — | — | — | — | 127,125 | 519,941 | | | 2/4/2022(2) | 2/4/2022 | 381,653 | 17,349 | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(4) | 2/4/2022 | 5,436 | — | 11.40 | 2/4/2032 | — | — | | | 2/4/2022(3) | 5/15/2022 | — | — | — | — | 13,011 | 53,215 | | | 12/31/2020(5) | 12/31/2020 | 282,500 | — | 2.48 | 12/31/2030 | — | — | | Najat Khan | 11/5/2025(2) | 11/5/2025 | 3,538 | 166,313 | 4.96 | 11/5/2035 | — | — | | | 11/5/2025(3) | 11/5/2025 | — | — | — | — | 84,925 | 347,343 | | | 2/3/2025(2) | 2/1/2025 | 87,540 | 332,686 | 7.25 | 2/3/2035 | — | — | | | 2/3/2025(3) | 2/1/2025 | | | | | 170,717 | 698,233 | | | 8/1/2024(6) | 7/1/2024 | 352,021 | 641,923 | 7.34 | 8/1/2034 | — | — | | | 8/1/2024(7) | 7/1/2024 | — | — | — | — | 341,669 | 1,397,426 | | Ben Taylor | 2/3/2025(2) | 2/1/2025 | 14,590 | 55,447 | 7.25 | 2/3/2035 | — | — | | | 2/3/2025(3) | 2/1/2025 | — | — | — | — | 28,454 | 116,377 | | | 12/19/2024(2) | 12/2/2024 | 185,169 | 555,517 | 6.09 | 12/19/2034 | — | — | | | 12/19/2024(8) | 12/19/2024 | — | — | — | — | 277,759 | 1,136,034 | | | 11/20/2024(9) | 11/20/2024 | 289,837 | — | 0.04 | 11/26/2030 | — | — | | | 11/20/2024(10) | 11/20/2024 | 92,748 | — | 0.06 | 4/2/2031 | — | — | | | 11/20/2024(11) | 11/20/2024 | 81,154 | — | 0.14 | 7/1/2031 | — | — | | | 11/20/2024(12) | 11/20/2024 | — | — | — | — | 3,533 | 14,450 | | | 11/20/2024(13) | 11/20/2024 | — | — | — | — | 102,186 | 417,941 | | | 11/20/2024(14) | 11/20/2024 | — | — | — | — | 31,935 | 130,614 | | | 11/20/2024(15) | 11/20/2024 | — | — | — | — | 45,829 | 187,441 | | | 11/20/2024(16) | 11/20/2024 | — | — | — | — | 81,479 | 333,249 |

  64. Outstanding Equity Awards at Fiscal Year-End Table

    1.The amount in this column is calculated by multiplying the number of RSUs by the closing price of our Class A common stock on the Nasdaq Global Select Market on December 31, 2025, which was $4.09. 2.Represents an option to purchase shares of our Class A common stock which vests as to one forty-eighth (1/48th) of the shares subject to the award shall vest one month after the vesting commencement date, and one forty-eighth (1/48th) of the shares subject to the award shall vest each month thereafter. 3.Represents RSUs that vest as to one one-sixteenth (1/16th) of the units subject the RSU beginning on the Company Vesting Date that is three months after the vesting commencement date and every three months thereafter. Company Vesting Dates are February 15, May 15, August 15, and November 15 of each year. 4.Represents an option to purchase shares of our Class A common stock that is fully vested and exercisable on the vesting commencement date pursuant to our 2021 short-term incentive compensation program. 5.Represents an option to purchase shares of our Class A common stock which vests as to one forty-eighth (1/48th) of the shares subject to the award shall vest one month after the vesting commencement date, and one forty-eighth (1/48th) of the shares subject to the award shall vest each month thereafter. Under the Equity Exchange Agreement, Dr. Gibson has the right to exchange the shares of Class A common stock received upon exercise of this option for shares of Class B common stock in accordance with the terms of the Equity Exchange Agreement (see “Certain Relationships and Related Party Transactions — Other Transactions” below). 6.Represents an option to purchase shares of our Class A common stock which vests as to one fourth (1/4th) of the units subject to the award on August 15, 2025 and one forty-eighth (1/48th) of the shares subject to the award shall vest each month thereafter. 7.Represents RSUs that vest as to one fourth (1/4th) of the units subject to the RSU on August 15, 2025 and one sixteenth (1/16th) every three months thereafter. 8.Represents RSUs that vest as to one one-sixteenth (1/16th) of the units subject the RSU beginning February 15, 2025 and every three months thereafter. 9.Received in substitution for a share option to acquire 375,000 ordinary shares of Exscientia in connection with the business combination. Twenty-five percent of the shares subject to the award vested and became exercisable on November 17, 2021, and the remaining shares subject to the award vested and became exercisable in annual installments over the next three years thereafter. 10.Received in substitution for a share option to acquire 120,000 ordinary shares of Exscientia for $0.0452 per share in connection with the business combination. Twenty-five percent of the shares subject to the award vested and became exercisable on April 3, 2022, and the remaining shares subject to the award vested and became exercisable in quarterly installments over the next three years thereafter. 11.Received in substitution for a share option to acquire 105,000 ordinary shares of Exscientia for $0.101 per share in connection with the business combination. Twenty-five percent of the shares subject to the award vested and became exercisable on July 1, 2022, and the remaining shares subject to the award vested and became exercisable in quarterly installments thereafter. 12.Represents RSUs exchanged in connection with the business combination, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest in equal quarterly installments beginning December 15, 2024 through March 15, 2026. 13.Represents RSUs exchanged in connection with the business combination, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest on April 4, 2026. 14.Represents RSUs exchanged in connection with the business combination, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest in equal quarterly installments beginning December 15, 2024 through March 15, 2027. 15.Represents RSUs exchanged in connection with the business combination, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest in equal quarterly installments beginning December 15, 2024 through March 15, 2028. 16.Represents RSUs exchanged in connection with the business combination, each RSU representing the right to receive one share of Class A common stock of Recursion. The RSUs vest on April 17, 2027. * The vesting of all options and RSUs is subject to the holder’s continued services through the vesting date.

  65. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information with respect to stock awards that vested for, and stock options that were exercised by, each of our NEOs during the year ended December 31, 2025.

  66. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Christopher Gibson | — | — | 352,403 | 2,044,809 | | Najat Khan | — | — | 202,748 | 1,071,916 | | Ben Taylor | — | — | 234,483 | 1,324,203 |

  67. Option Exercises and Stock Vested

    1.The value realized when the stock options were exercised represents (i) the excess of the closing price of a share of our Class A common stock as reported on the Nasdaq Global Market on the date of exercise over the per share exercise price of the stock option, multiplied by (ii) the number of option shares exercised. 2.The value realized upon vesting of RSUs is calculated by multiplying the number of restricted stock awards or RSUs vested by the closing price market price of a share of our Class A common stock as reported on the Nasdaq Global Market on the vest date.

  68. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control

  69. ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table provides an estimate of the payments and benefits that would be provided in the circumstances described above for each of the Named Executive Officers, assuming the triggering event took place on December 31, 2025 and based on the closing of our Class A common stock on the Nasdaq Global Select Market on that date, which was $4.09.

  70. ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Potential Payable Upon Termination Without Cause (and Other Than Due to Death or Disability) or Resignation for Good Reason | | | Name | Without a Change in Control ($) | With a Change in Control ($) | | Christopher Gibson | | | | Salary | 680,000 | 680,000 | | Annual Incentive | — | 680,000 | | Value of Accelerated Vesting | — | 3,085,897 | | Healthcare Benefits | 33,453 | 33,453 | | Najat Khan | | | | Salary | 450,000 | 600,000 | | Annual Incentive | — | 600,000 | | Value of Accelerated Vesting | — | 2,443,002 | | Healthcare Benefits | 8,009 | 10,679 | | Ben Taylor(1) | | | | Salary | 404,010 | 538,680 | | Annual Incentive | — | 538,680 | | Value of Accelerated Vesting | — | 2,336,106 | | Healthcare Benefits | 20,256 | 27,008 |

  71. ESTIMATED PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1.Estimated payments to Mr. Taylor related to salary, annual incentive, and healthcare benefits are based in GBP (£); amounts shown are converted to USD ($) using the foreign exchange rate of 1.3467 as of December 31, 2025.

  72. Pay Ratio

    Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of Chris Gibson, who was our CEO. For 2025, the median of the annual total compensation—including salary, bonus, equity, and 401(k) match—of all employees of our Company (other than our CEO) was $287,986, and the total annual compensation of Dr. Gibson, as reported in the Summary Compensation Table in this Proxy Statement, was $9,607,508. Based on this information and using the required calculation methodology defined in Item 402(u) of Regulation S-K, for 2025, the ratio of the annual total compensation of our CEO to our median employee’s annual total compensation was 33 to 1. We determined our median compensated employee by using base salary, annual bonus, grant date fair value of equity awards granted to employees, and matching contributions to our 401(k) plan in 2025 as our consistently applied compensation measure. We applied this measure to our employee population as of December 31, 2025, which included approximately 589 employees. We calculated the median compensated employee’s 2025 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “Summary Compensation Table.”

  73. Pay Versus Performance

    Pay Versus Performance

  74. Pay Versus Performance

    | | | | Average Summary Compensation Table Total For Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial fixed $100 investment based on:(4) | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | Net Income(6) ($) | | 2025 | 9,607,508 | 3,476,201 | 3,338,774 | (518,662) | 13.07 | 122.97 | (644,759,000) | | 2024 | 8,499,587 | 1,906,523 | 6,047,431 | 4,949,046 | 21.60 | 92.16 | (463,661,000) | | 2023 | 8,613,209 | 10,682,869 | 4,124,633 | 4,966,948 | 31.50 | 92.69 | (328,066,000) | | 2022 | 6,315,903 | (5,833,229) | 2,046,760 | (4,631,734) | 24.63 | 88.62 | (239,476,000) | | 2021 | 673,591 | 21,789,135 | 647,815 | 13,678,688 | 54.73 | 98.60 | (186,479,000) |

  75. Pay Versus Performance

    1.Christopher Gibson was our PEO for each year presented. 2.The amounts shown for “compensation actually paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the PEO or other NEOs. The following table details the applicable adjustments that were made to determine “compensation actually paid”:

  76. Pay Versus Performance

    | | FY 2025 | | | | PEO ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table - Total Compensation | 9,607,508 | 3,338,774 | | (Deduct) Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | (8,655,000) | (2,511,298) | | (Increase) Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | 3,676,389 | 1,244,324 | | (Increase/Deduct) Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | (1,939,821) | (2,384,494) | | (Increase) Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year that Vested During Fiscal Year | 1,265,784 | 351,650 | | (Increase/Deduct) Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year | (478,659) | (557,619) | | (Deduct) Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | Compensation Actually Paid | 3,476,201 | (518,662) |

  77. Pay Versus Performance

    3.The individuals comprising the non-PEO NEOs for 2025 were Najat Khan and Ben Taylor. The individuals comprising the non-PEO NEOs for 2024 were Ben Taylor, Najat Khan, David Mauro, Tina Marriott, and Michael Secora. The individuals comprising the non-PEO NEOs for 2023 were Tina Marriott, Michael Secora, David Mauro, and Shafique Virani. The individuals comprising the non-PEO NEOs for 2022 were Tina Marriott, Michael Secora, Shafique Virani, and Ramona Doyle. The individuals comprising the non-PEO NEOs for 2021 were Ramona Doyle and Shafique Virani. Although the proxy statement for our 2022 annual meeting of stockholders also identified Tina Marriott and Michael Secora as NEOs, Dr. Doyle and Dr. Virani were our actual non-PEO NEOs for fiscal 2021 because they were the two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of fiscal 2021. 4.Total shareholder return (“TSR”) is calculated assuming $100 was invested in the Company’s Class A common stock or the stock represented by the peer group (as applicable) for the period starting April 16, 2021 (the date on which our common stock first began trading on the Nasdaq Global Select Market) through the end of the listed fiscal year, respectively. The comparisons shown in the graph below are based upon historical data and are not necessarily indicative of future performance. 5.The peer group used for this table is the Nasdaq Biotechnology Index (the “Index”), which we also utilize for the performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. 6.The dollar amounts reported in this column represent the net income (loss) as reported in the Company’s audited financial statements for the applicable year.

  78. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY TSR

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY TSR The following chart sets forth the relationship between “compensation actually paid,” as calculated in accordance with Item 402(v) of Regulation S-K (“Compensation Actually Paid”), to our NEOs and the Company’s TSR over the five most recently completed fiscal years.

  79. DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    DESCRIPTION OF RELATIONSHIP BETWEEN PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID AND NET INCOME The following chart sets forth the relationship between Compensation Actually Paid to our NEOs and our net income during the five most recently completed fiscal years. While we are required to disclosure our net income (loss) for each covered fiscal year, this is not a metric used in our compensation programs at this time.

  80. Ben Taylor

    Ben Taylor Ben Taylor has served as our Chief Financial Officer and President of Recursion UK since November 20, 2024. Prior to such appointment, Mr. Taylor served as Chief Financial and Strategy Officer and a member of the board of directors of Exscientia from November 2020 to November 2024. Mr. Taylor has more than two decades of experience, including 15 years in healthcare investment banking, primarily at Goldman Sachs & Co. LLC, or Goldman Sachs, and 11 years in biotech and healthtech executive roles. During this period, Mr. Taylor focused on strategy, financings, communications, clinical development and business development in the biopharmaceutical industry. Prior to joining Exscientia, Mr. Taylor was interim Chief Financial Officer at Aetion, Inc., a healthtech company using real world data analytics to optimize biopharma clinical development and commercialization, from April 2020 to November 2020. Mr. Taylor served as President and Chief Financial Officer for Tyme Technologies, Inc., where he oversaw operations for the oncology company from April 2017 to August 2020. Mr. Taylor served as Head of Commercial Pharma, Managing Director for Barclays Capital Inc. from February 2016 to March 2017 and in a variety of roles with Goldman Sachs from July 2006 to February 2016. He received a B.A. with Honors from Brown University in East Asian Studies. David Hallett, Ph.D. David Hallett, Ph.D., has served as our Chief Scientific Officer since November 2024. Dr. Hallett comes to Recursion following the business combination with Exscientia, where he served as Chief Operating Officer from 2020 to 2023, as Chief Scientific Officer from 2023 to 2024, and Interim CEO from February to November 2024. He has over 20 years of experience leading successful teams and driving major strategic collaborations. From 2005 to 2019 he held various positions within Evotec including Executive Vice President of Chemistry and EVP of Alliance Management. In 2026, Dr. Hallett was named an AI Champion for the life sciences sector by the UK Government, and is helping to guide a national vision for AI adoption. He holds a B.A. from the University of Cambridge in Natural Sciences, a Ph.D. from the University of Manchester in Synthetic Organic Chemistry and was a post-doctoral fellow in Synthetic Organic Chemistry at the University of Texas Austin. Dr. Hallett trained as a medicinal chemist and served as a Research Fellow at Merck & Co., Inc.