8-K Featured Impact 9/10 Dilution

$RXRX · RECURSION PHARMACEUTICALS, INC.

October 15, 2026 · AI-analyzed SEC filing

Recursion Pharmaceuticals filed an underwriting agreement for the issuance and sale of 61,540,000 shares of Class A common stock, par value $0.00001 per share. The offering is conducted via an automatic shelf registration on Form S-3 (File No. 333-284878) with Leerink Partners, Goldman Sachs, Morgan Stanley, and Evercore acting as representatives of the underwriters. The Applicable Time for pricing was 7:15 p.m. Eastern on October 14, 2026.

Stock down 2.48% in regular session to $3.74 on a $2.00B market cap, reflecting dilution concerns from a 61.54M-share offering. The filing was released pre-market and the negative reaction has carried into the regular session.

A 61.54M-share offering on a ~$2B market-cap biotech represents substantial dilution and signals ongoing capital needs for Recursion's AI-drug-discovery platform.

Biotech companies frequently tap equity markets via shelf offerings to fund R&D pipelines. Recursion's AI-driven drug discovery model is capital-intensive, making periodic dilutive raises a sector norm.

Dilution risk: 61.54M new shares will increase the outstanding Class A share count, reducing existing shareholders' proportional ownership and potentially pressuring EPS. The underwriting agreement includes standard representations but no specific use-of-proceeds detail is provided in this excerpt.

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