Recursion Pharmaceuticals Inc-A美股招股说明书(2026-02-25版)

Recursion Pharmaceuticals, Inc. Class A Common Stock We have entered into a sales agreement with TD Securities (USA) LLC, or TD Cowen, relating to the shares of our ClassA Common Stock, par value $0.00001 per share, or Class A Common Stock, offered by this prospectus supplement andthe accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of ourClass A Common Stock having an aggregate offering price of up to $300,000,000 from time to time through or to TDCowen acting as our agent or principal. Our Class A Common Stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “RXRX”. OnFebruary 24, 2026, the last reported sale price of our Class A Common Stock was $3.53 per share. Sales of our Class A Common Stock, if any, under this prospectus supplement and the accompanying prospectus will bemade in negotiated transactions, including block trades or block sales, or by any method permitted by law deemed to bean “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or theSecurities Act, including without limitation sales made through the Nasdaq or on any other trading market for our Class ACommon Stock, or by any other method permitted by law. TD Cowen is not required to sell any specific amount ofsecurities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading andsales practices, on mutually agreed terms between TD Cowen and us. There is no arrangement for funds to be received inany escrow, trust or similar arrangement. The compensation to TD Cowen for sales of Class A Common Stock sold pursuant to the sales agreement will be anamount up to 3% of the gross proceeds of any shares of Class A Common Stock sold under the sales agreement. Inconnection with the sale of the Class A Common Stock on our behalf, TD Cowen will be deemed to be an “underwriter”within the meaning of the Securities Act and the compensation of TD Cowen will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to TD Cowen with respect tocertain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended. Our business and an investment in our Class A Common Stock involve significant risks. These risks aredescribed under the caption “Risk Factors” beginning on page S-3 of this prospectus supplement and in thedocuments incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement and the accompanyingprospectus. Any representation to the contrary is a criminal offense. TD Cowen February 25, 2026 TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsCautionary Note Regarding Forward-Looking StatementsUse of ProceedsDividend PolicyDilutionPlan of DistributionDescription of Capital StockLegal MattersExpertsWhere You Can Find More InformationInformation Incorporated by Reference Prospectus About this ProspectusProspectus SummaryRisk FactorsForward-LookingStatementsUse of ProceedsSelling StockholdersDescription of Capital StockDescription of Debt SecuritiesDescription of Depositary SharesDescription of WarrantsDescription of Subscription RightsDescription of Purchase ContractsDescription of UnitsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3ASR (FileNo. 333-284878) that we filed on February 12, 2025 with the Securities and Exchange Commission, or the SEC, using a “shelf”registration process and consists of two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering and also supplements and updates information contained in the accompanying prospectus, and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, whichprovides more general information, some of which may not apply to this offering. If the information contained in this prospectussupplement differs or varies from the information contained in the accompanying prospectus, you should rely on the information setforth in this prospectus supplement. However, if any statement in this prospectus supplement or the accompanying prospectus isinconsistent with a statement in another document having a later date—for example, a document incorporated by reference into thisprospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement as ourbusiness, financial cond