Source checked

Recursion cuts Tempus data fees and licenses its TxFM RNA model for $12 million

An amendment extends the Tempus master deal to six years, removes convenience termination, and resets anniversary license fees to $14 million, while a separate two-year oncology TxFM license brings $12 million from Tempus.

Sources

Recursion Pharmaceuticals, Inc. Form 8-K AccNo 0001601830-26-000112 (filed September 21, 2026), Item 1.01 describing Tempus Master Agreement Amendment and TxFM License Agreement dated September 15, 2026.

What “Source checked” means

Recursion Pharmaceuticals, Inc. disclosed that on September 15, 2026 it amended its Tempus AI master data agreement and separately licensed its proprietary TxFM RNA sequencing foundation model to Tempus for oncology uses in exchange for a $12 million license fee paid in two $6 million installments.

Recursion is reshaping its costly Tempus data relationship while monetizing a proprietary RNA foundation model back to the same partner.

Tempus master-agreement amendment

On September 15, 2026, Recursion Pharmaceuticals, Inc. (Nasdaq: RXRX) entered an Amendment to its November 3, 2023 Master Agreement with Tempus AI, Inc. The original five-year term allowed Recursion to terminate for convenience after the first three years and specified anniversary license fees of $22 million, $32 million, and then $42 million on each of the third and fourth anniversaries—payable 100% in Recursion Class A shares at Recursion’s election.

Under the Amendment, Recursion agreed to (i) extend the term from five to six years from the effective date, (ii) eliminate the convenience-termination right, (iii) revise anniversary license fees to $14 million payable on each of the third, fourth, and fifth anniversaries, with at least $4 million in cash and the remainder in Class A shares, cash, or a mix at Recursion’s election, and (iv) decrease the aggregate unique de-identified records Recursion may access during the term.

TxFM license to Tempus

The same day, Recursion granted Tempus a non-exclusive, non-sublicensable, non-transferable, worldwide license to Recursion’s TxFM Model solely in oncology, including diagnostic, clinical, and Tempus internal R&D uses. The TxFM License Agreement runs two years from its effective date. Tempus will pay a non-refundable $12 million license fee in two $6 million installments—the first on execution and the second on the first anniversary—and will provide Recursion access to a certain number of de-identified pathology records with linked clinical data during the term.

Full texts of both agreements are expected as exhibits to Recursion’s Form 10-Q for the quarter of execution.

What the 8-K summary omits

The 8-K does not quantify the reduction in accessible unique records, the exact pathology-record allotment under TxFM, or fair-value accounting for share-settled fees. Agreement text is deferred to the next 10-Q.

Document trail

Sources & evidence

Primary documents used for this piece.

  1. RXRX via SEC EDGAR

    RXRX Form 8-K AccNo 0001601830-26-000112 — index

    Form index · 2026-09-21

  2. RXRX via SEC EDGAR

    RXRX Form 8-K body

    Form 8-K · 2026-09-21

Visual brief

Verified figures

Sources & evidence
  1. Revised Tempus anniversary fee

    14000000

    USD

    Each of 3rd/4th/5th anniversaries

    RXRX via SEC EDGARRXRX Form 8-K bodyForm 8-K · 09-21-2026
  2. Minimum cash portion of anniversary fee

    4000000

    USD

    Per revised anniversary payment

    RXRX via SEC EDGARRXRX Form 8-K bodyForm 8-K · 09-21-2026
  3. TxFM license fee total

    12000000

    USD

    Two $6M installments over 2-year term

    RXRX via SEC EDGARRXRX Form 8-K bodyForm 8-K · 09-21-2026

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