Tempus AI EVP Erik Phelps sells 9,464 shares

Rhea-AI Filing Summary

Erik Phelps, EVP and Chief Administrative Officer of Tempus AI, sold a total of 9,464 shares of Class A Common Stock on February 19, 2026, in two transactions of 3,814 shares at 60.0000 per share and 5,650 shares at a weighted-average 59.0500 per share, with trades between 58.71 and 59.38. After these sales, he holds 79,816 shares of Class A Common Stock directly. Footnotes state that at least one sale was executed under a Rule 10b5-1 trading plan adopted on September 15, 2025, and that certain shares were sold to cover statutory tax withholding obligations from restricted stock unit vesting via a mandated "sell to cover" arrangement rather than as discretionary sales.

Insider Trade Summary

Net Seller: 9,464 shares

Net Sell 2 txns

Insider Phelps Erik

Role EVP, Chief Admin. Officer

Sold 9,464 shs ($562K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,814	$60.00	$229K
Sale	Class A Common Stock	5,650	$59.05	$334K

Holdings After Transaction: Class A Common Stock — 79,816 shares (Direct)

Footnotes (3)

1. F1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 15, 2025.
2. F2. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.
3. F3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.71 to $59.38 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Key Figures

Total shares sold: 9,464 shares First sale: 3,814 shares at 60.0000 per share Second sale: 5,650 shares at 59.0500 per share +3 more

6 metrics

Total shares sold 9,464 shares Aggregate Class A Common Stock sales on 2026-02-19 by Erik Phelps

First sale 3,814 shares at 60.0000 per share Non-derivative sale of Class A Common Stock on 2026-02-19

Second sale 5,650 shares at 59.0500 per share Weighted-average price sale of Class A Common Stock on 2026-02-19

Weighted price range 58.71 to 59.38 per share Range of prices for trades included in the weighted-average sale

Post-transaction holdings 79,816 shares Direct Class A Common Stock held by Erik Phelps after reported sales

Rule 10b5-1 plan adoption date September 15, 2025 Date the trading plan referenced in the footnotes was adopted

Key Terms

Rule 10b5-1 trading plan, restricted stock units, sell to cover, statutory tax withholding obligations

4 terms

Rule 10b5-1 trading plan regulatory

"transaction was made pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"in connection with the vesting of the restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

statutory tax withholding obligations financial

"required to be sold to cover the statutory tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Tempus AI (TEM) report for Erik Phelps?

Tempus AI reported that Erik Phelps sold 9,464 shares of Class A Common Stock on February 19, 2026. The sales were split into two trades of 3,814 shares at 60.0000 per share and 5,650 shares at a weighted-average 59.0500 per share.

How many Tempus AI (TEM) shares does Erik Phelps still hold after this Form 4?

After the reported sales, Erik Phelps holds 79,816 shares of Tempus AI Class A Common Stock directly. This post-transaction holding reflects his remaining equity position reported in connection with the February 19, 2026 transactions.

Were Erik Phelps’s Tempus AI (TEM) stock sales under a Rule 10b5-1 plan?

Footnotes state that a reported transaction was executed under a Rule 10b5-1 trading plan adopted on September 15, 2025. Such pre-arranged plans allow insiders to schedule trades in advance, helping separate trading decisions from day-to-day corporate information.

Did the Tempus AI (TEM) insider sales include tax-related sell-to-cover transactions?

Footnotes explain that certain shares were sold to cover statutory tax withholding obligations tied to restricted stock unit vesting. These mandated "sell to cover" transactions fund required taxes and are described as not representing discretionary sales by the reporting person.

At what price range were Tempus AI (TEM) shares sold in this Form 4?

The reported per-share prices include 60.0000 and a weighted-average 59.0500. Footnotes note that some shares were sold in multiple trades at prices ranging from 58.71 to 59.38, with full trade details available on request.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/20/2026 - 06:45 PM EST Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Phelps Erik

(Last) (First) (Middle)

C/O TEMPUS AI, INC.

600 WEST CHICAGO AVENUE, SUITE 510

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/19/2026		S(1)		3,814	D	$60	85,466	D
Class A Common Stock	02/19/2026		S(2)		5,650	D	$59.05(3)	79,816	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 15, 2025.

2. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.71 to $59.38 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Andrew Polovin, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.