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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-28 · 58 added, 68 removed, 191 unchanged (40% of the section changed)

3 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2024, our disclosure controls and procedures were not effective due to the material weakness described below.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses described below.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives as management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

8 unchanged sentences

In performing this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024 due to the material weakness described below.

Based on its assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025 due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The Company did not design and maintain effective controls over the estimated costs and time to completion and controls to validate the completeness and accuracy of data used to calculate revenue and unearned revenue related to its license agreement.

This material weakness did not result in any misstatements of the Company’s financial statements or disclosures.

However, this material weakness could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

The Company has excluded Exscientia plc (Exscientia) from its assessment of the Company’s internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business

combination during 2024.

Exscientia is a wholly-owned subsidiary whose total assets and total net loss excluded from management’s assessment represent approximately 27% of total assets and 4% of total net loss of Recursion’s Consolidated Financial Statements as of and for the year ended December 31, 2024.

• We did not design and maintain effective process and controls at the Exscientia business, including with respect to consistent review procedures within the financial statement close process, to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties;

• We did not design and maintain effective information technology general controls at the Exscientia business for information systems that are significant to the preparation of our financial statements, including controls

to verify that conflicting duties were appropriately segregated within such systems, in addition to controls over change management and program development

The material weakness related to the ineffective process and controls resulted in an immaterial misstatement to unearned revenue and unearned revenue, non-current in our consolidated financial statements as of and for the year ended December 31, 2024.

Additionally, each of these material weaknesses could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Part II Item 8 of this Annual Report on Form 10-K.

Material Weaknesses in the Excluded Acquired Business

On November 20, 2024, the Company acquired Exscientia and its subsidiaries.

Prior to the acquisition, Exscientia management identified the following material weaknesses in its internal control over financial reporting, which management of the Company concluded continue to exist as of December 31, 2024:

• Exscientia did not design and maintain effective process and controls;

including with respect to consistent review procedures within its financial statement close process, to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties;

• Exscientia did not design and maintain effective information technology general controls for information systems that are significant to the preparation of its financial statements, including controls to verify that conflicting duties were appropriately segregated within such systems, in addition to controls over change management and program development.

The material weakness related to Exscientia’s ineffective process and controls resulted in an immaterial misstatement to unearned revenue and unearned revenue, non-current in Recursion’s Consolidated Financial Statements as of and for the year ended December 31, 2024.

While the Company has undertaken additional compensating processes and controls, the Company is not yet in a position to conclude that the material weaknesses have been remediated as of December 31, 2024.

As a result, these material weaknesses could result in a misstatement of Exscientia’s reported financial results, which are consolidated with the Company's results, that would result in a material misstatement to Recursion’s annual or interim consolidated financial statements that would not be prevented or detected.

The Company's management is in the process of remediating these material weaknesses.

Management’s Remediation Efforts for Unremediated Material Weaknesses

The following remediation actions have been taken as of December 31, 2024 related to the material weakness described above over the accounting for revenue and unearned revenue related to our license agreement:

• Improvement of documentation procedures regarding specific inquiries related to the cost model used for revenue recognition and the resulting responses

• Improvement of documentation for the review of changes in cost model due to responses from inquiries

• Provided additional documentation for internal reports to validate and support completeness and accuracy of reports

• Improvement of documentation of these processes was done with the input of our third-party consultants who continue to be involved in the design and enhancement of the revenue recognition policies and procedures

While significant progress has been made to enhance our internal control over financial reporting, Recursion is still designing, implementing and testing these processes, procedures and controls.

Regarding the material weaknesses described above related to the acquired Exscientia business, Recursion is currently in the process of integrating Exscientia’s operations into our overall system of internal control over financial reporting.

The following remediation actions have been taken in the Exscientia acquired business as of December 31, 2025 related to the material weaknesses described above:

• We have designed and implemented certain information technology general controls and are in the process of implementing additional information technology general controls within the Exscientia business, including controls over the maintenance of appropriate segregation of duties, controls over change management and controls over program development, and

• We have designed and implemented certain processes and controls to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties and are in the process of implementing others.

In connection with the remediation actions described above, we are in the process of integrating Exscientia’s operations into our overall system of internal control over financial reporting.

We believe the above actions will be effective in remediating the material weaknesses described above.

However, the material weaknesses cannot be considered remediated until remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Remediation of Previously Reported Material Weakness relating to Revenue

For the year ended December 31, 2024, our disclosure controls and procedures and internal control over financial reporting were ineffective due to the material weakness in internal control over financial reporting disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024.

For the year ended December 31, 2025, the Company undertook actions to remediate the material weakness in internal control over financial reporting including the following actions:

• Improvement of documentation procedures regarding specific inquiries related to the cost model used for revenue recognition and the resulting responses;

• Improvement of documentation for the review of changes in the cost model due to responses from inquiries;

• Provided additional documentation for internal reports to validate and support completeness and accuracy of reports;

• Improvement of documentation of these processes was done with the input of our third-party consultants

Management has completed its testing of these remediated processes, procedures and controls and based on management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, our management concluded that, as of the end of the period covered by this report, we had remediated this material weakness.

Changes in Internal Control Over Financial Reporting

For the three months ended December 31, 2024, management was in the process of integrating the internal controls of the acquired business (Exscientia) into Recursion's existing operations as part of planned integration activities.

For the three months ended December 31, 2025, management was in the process of integrating the internal controls of the acquired business (Exscientia) into Recursion's existing operations as part of the planned integration activities.

There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information .

In February 2025, Recursion terminated the Jefferies Sales Agreement and entered into, effective February 28, 2025, a Sales Agreement (the “Citi Sales Agreement”) with Citigroup Capital Markets Inc.

(the “Citi Sales Agent”), pursuant to which the Company may, from time to time, sell up to an aggregate amount of $500.0 million of our Class A common stock through the Citi Sales Agent in an “at-the-market” offering (the “Citi ATM Offering”).

The Company is not required to sell shares under the Citi Sales Agreement.

Recursion will pay the Citi Sales Agent a commission of up to 3% of the aggregate gross proceeds Recursion receive from all sales of our Class A common stock under the Citi Sales Agreement.

We have agreed to reimburse Citigroup for the fees and disbursements of its counsel, payable upon execution of the sales agreement, in an amount not to exceed $75,000, in addition to certain ongoing disbursements of its legal counsel.

Citigroup has agreed to credit up to an aggregate amount of $2.3 million for fees and expenses payable by us to Citigroup under the Citi Sales Agreement.

The Citi Sales Agreement continues until the earlier of selling all shares available under the Citi Sales Agreement or terminated by written notice from either of the parties.

No sales have been made under the Citi Sales Agreement.

The Citi ATM Offering is being made under a prospectus supplement dated February 28, 2025, and related prospectus to be filed with the Securities and Exchange Commission pursuant to our automatically effective shelf registration statement on Form S-3ASR (Registration No.

A copy of the Citi Sales Agreement is attached as Exhibit 10.39 to this Annual Report on Form 10-K.

The foregoing description of the Citi Sales Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.39.

On February 25, 2026, Recursion entered into a Sales Agreement (the “TD Cowen Sales Agreement”) with TD Securities (USA), LLC (the “TD Cowen Sales Agent”), pursuant to which the Company may, from time to time, sell up to an aggregate amount of $300.0 million of our Class A common stock through the TD Cowen Sales Agent in an “at-the-market” offering (the “TD Cowen ATM Offering”).

The Company is not required to sell shares under the TD Cowen Sales Agreement.

Recursion will pay the TD Cowen Sales Agent a commission of less than 3% of the aggregate gross proceeds Recursion receive from all sales of our Class A common stock under the TD Cowen Sales Agreement.

We have agreed to reimburse TD Cowen for the fees and disbursements of its counsel, payable upon execution of the sales agreement, in an amount not to exceed $100,000, in addition to certain ongoing disbursements of its legal counsel.

The TD Cowen Sales Agreement continues until the earlier of selling all shares available under the TD Cowen Sales Agreement or terminated by written notice from either of the parties.

No sales have been made under the TD Cowen Sales Agreement.

The TD Cowen ATM Offering is being made under a prospectus supplement dated February 25, 2026, and related prospectus to be filed with the Securities and Exchange Commission pursuant to our automatically effective shelf registration statement on Form S-3ASR (Registration No.

A copy of the TD Cowen Sales Agreement is attached as Exhibit 10.35 to this Annual Report on Form 10-K.

The foregoing description of the TD Cowen Sales Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.35.

A copy of the opinion of Wilson Sonsini Goodrich & Rosati, P.C.

relating to the validity of the securities issued in the Citi ATM Offering is filed as Exhibit 5.1 to this Annual Report on Form 10-K.

relating to the validity of the securities issued in the TD Cowen ATM Offering is filed as Exhibit 5.1 to this Annual Report on Form 10-K.

See Note 16, “Subsequent Events” to the Condensed Consolidated Financial Statements for additional details.

On December 19, 2024 , Christopher Gibson , Chief Executive Officer, President, and a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 2,343,000 shares of the Company’s Class A common stock until April 9, 2026 .

On December 18, 2025 , Robert Hershberg , Vice Chair and Lead Independent Director , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 525,000 shares of the Company’s Class A common stock, a majority of which will not execute absent a significant increase in the market price of the Company’s Class A common stock.

The plan is effective until March 19, 2027 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

47 unchanged sentences

4.8# Global Access Commitments Agreement between the Registrant and the Bill & Melinda Gates Foundation.

10-K 001-40323 4.8 February 28, 2025

5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

26 unchanged sentences

10.13+ Outside Director Compensation Policy.

S-1/A 333-254576 10.11 April 15, 2021

10.14+ Advisory Agreement dated November 4, 2025 between the Registrant and Christopher Gibson, Ph.D.

10.15+ Confirmatory Employment Letter between the Registrant and Christopher Gibson, Ph.D.

S-1/A 333-254576 10.5 April 15, 2021

10.16+ Employment Offer Letter, dated November 5, 2025, between the Registrant and Dr.

Najat Khan, Ph.D.

10.17+ Employment Offer Letter, dated July 1, 2024, between the Registrant and Dr.

2 unchanged sentences

10.18+ Confirmatory Employment Letter between the Registrant and Ben Taylor.

10.17+ Confirmatory Employment Letter between the Registrant and Tina Marriott .

S-1/A 333-254576 10.7 April 15, 2021

10.18+ Transition Agreement between the Registrant and Tina Marriott.

10.19+ Confirmatory Employment Letter between the Registrant and Michael Secora.

S-1/A 333-254576 10.8 April 15, 2021

10.20+ Separation Agreement between the Registrant and Michael Secora.

10.21+ Employment Offer Letter, dated May 19, 2023, between the Registrant and Dr.

David Mauro, M.D., Ph.D.

10-Q 001-40323 10.1 August 8, 2023

10-K 001-40323 10.16 February 28, 2025

10.19+ Confirmatory Employment Letter between the Registrant and David Hallett.

10.20+ Form of Exchange Agreement among the Registrant, Christopher Gibson, Ph.D., and entities affiliated with Dr.

2 unchanged sentences

S-1/A 333-254576 10.23 April 15, 2021

10.24+ Advisory Agreement between the Registrant and Shafique Virani.

10-Q 001-40323 10.1 May 5, 2024

10.25+ Transition Agreement between the Registrant and Shafique Virani.

10-Q 001-40323 10.2 May 5, 2024

10.22 Office Lease by and between Vestar Gateway, LLC and Registrant, dated November 13, 2017, as amended through December 2022.

18 unchanged sentences

and Exscientia AI Limited (then named Exscientia Limited).

10-K 001-40323 10.35 February 28, 2025

Research Collaboration Agreement, dated September 19, 2023, by and between Merck Healthcare KGAA and Exscientia AI Limited.

10-K 001-40323 10.36 February 28, 2025

Stock Purchase Agreement, dated October 24, 2022, by and among the Company and the Purchasers.

2 unchanged sentences

8-K 001-40323 10.1 July 12, 2023

Sales Agreement dated February 25, 2026 by and between the Registrant and TD Securities (USA), LLC

Sales Agreement dated February 28, 2025 by and between the Registrant and Citigroup Capital Markets Inc.

10-K 001-40323 10.39 February 28, 2025

10.37 Form of Voting and Support Agreement.

9 unchanged sentences

21.1 List of Subsidiaries.

23.1 Consent of E rnst and Young

23.2 Consent of Price waterhouseCooper s LLP

23.1 Consent of PricewaterhouseCoopers LLP .

23.2 Consent of Ernst and Young .

24.1 Power of Attorney (included on signature page to this Annual Report on Form 10-K)

23 unchanged sentences

RECURSION PHARMACEUTICALS, INC.

/s/ Christopher Gibson

Christopher Gibson

/s/ Najat Khan

Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Christopher Gibson and Ben Taylor his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Najat Khan and Ben Taylor his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite his/her name.

1 unchanged sentence

Signature Title Date

/s/ Christopher Gibson

Christopher Gibson

/s/ Najat Khan

Chief Executive Officer and Director (Principal Executive Officer)

3 unchanged sentences

February 25, 2026

/s/ Zachary Bogue

Zachary Bogue

Director February 28, 2025

/s/ Blake Borgeson

/s/ Christopher Gibson

Christopher Gibson

Chair of the Board February 25, 2026

/s/ Robert Hershberg

Robert Hershberg Vice-chair and Lead Director of the Board February 25, 2026

Blake Borgeson

Director February 25, 2026

/s/ Najat Khan

Zachary Bogue

Director February 25, 2026

/s/ Robert Hershberg

Robert Hershberg

Chair of the Board February 28, 2025

/s/ Zavain Dar

3 unchanged sentences

Franziska Michor Director February 25, 2026

/s/ Namandjé Bumpus

Namandjé Bumpus Director February 25, 2026

/s/ Elaine Sun

Elaine Sun Director February 25, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures