Recursion Pharmaceuticals, Inc. filed a Form 8-K on September 21, 2026, reporting that on September 15, 2026, the company entered into an amendment to its existing Master Agreement with Tempus AI, Inc. and a new RNA Foundation Model License Agreement with Tempus.

Key Highlights

  • Term extended: The amended Master Agreement with Tempus AI extends from five to six years from its effective date.
  • Termination right eliminated: Recursion agreed to eliminate its right to terminate the Agreement for convenience under the amendment.
  • Revised Annual License Fees: Annual License Fees were revised to $14,000,000 payable on each of the third, fourth, and fifth anniversaries of the Effective Date, with at least $4,000,000 of each payment required in cash.
  • TxFM Model licensed to Tempus: Recursion granted Tempus a non-exclusive, worldwide license to its proprietary TxFM Model for use solely within the field of oncology.
  • $12,000,000 license fee: Tempus will pay Recursion a non-refundable license fee of $12,000,000 in two installments of $6,000,000 each under the TxFM License Agreement.
  • Two-year license term: The TxFM License Agreement has a term of two years from its effective date.
  • Data access exchanged: Tempus will provide Recursion with access to a certain number of de-identified pathology records with linked clinical data during the TxFM license term, while the amendment decreases the aggregate total of unique records Recursion may access under the Master Agreement.

Recursion and Tempus AI Restructure Data Partnership and Add RNA Model License

According to the filing, Recursion Pharmaceuticals (NASDAQ:RXRX) and Tempus AI, Inc. entered into two agreements on September 15, 2026, acknowledging the value of Tempus's library of multimodal data and Recursion's proprietary foundational RNA sequencing model, referred to as the TxFM Model. The first agreement is an amendment to the Master Agreement originally dated November 3, 2023, which had a five-year term and previously allowed Recursion to terminate for convenience after the first three years.

Under the amendment, the company disclosed four key changes: the term is extended from five to six years; the right to terminate for convenience is eliminated; Annual License Fees are revised from the prior schedule of $22,000,000, $32,000,000, $42,000,000, and $42,000,000 to $14,000,000 on each of the third, fourth, and fifth anniversaries of the Effective Date; and the aggregate total of unique de-identified data records Recursion may access during the term is decreased. The filing notes that at least $4,000,000 of each revised Annual License Fee must be paid in cash, with the remainder payable in Class A Common Stock, cash, or a combination, at the company's election.

The second agreement, the TxFM License Agreement, grants Tempus a non-exclusive, non-sublicensable, non-transferable, worldwide license to the TxFM Model restricted solely to the field of oncology, covering diagnostic applications, clinical applications, and Tempus's internal research and development, according to the filing. In exchange, Tempus will pay Recursion a total non-refundable license fee of $12,000,000, split into two installments of $6,000,000 each, with the first due upon execution and the second due on the first anniversary of the effective date. The filing states that both full agreement texts will be filed as exhibits to Recursion's next Form 10-Q.

What Was Disclosed

Recursion reported entry into an amendment restructuring its Tempus data agreement and a new two-year license granting Tempus rights to Recursion's TxFM Model for oncology use, in exchange for a $12,000,000 non-refundable fee payable in two installments.