Tempus AI (TEM) EVP sells 9,464 shares in planned stock sale

Rhea-AI Filing Summary

Tempus AI, Inc. executive vice president and chief administrative officer Erik Phelps reported selling a total of 9,464 shares of Class A common stock in open-market transactions on February 19, 2026. The reported sale prices were about $60.00 and $59.05 per share, leaving him with 79,816–85,466 shares after the trades, as shown per line item. The filing notes that at least one transaction was executed under a pre-arranged Rule 10b5-1 trading plan, and that a portion of shares was sold to cover statutory tax withholding obligations related to restricted stock unit vesting rather than as a discretionary sale.

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

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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).
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FAQ

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

Tempus AI reported that executive Erik Phelps sold 9,464 shares of Class A common stock. The Form 4 shows two open-market sales on February 19, 2026, at reported prices near $60 and $59.05 per share.

Was the Tempus AI (TEM) Erik Phelps share sale discretionary?

The filing indicates the transactions were not fully discretionary. One transaction was made under a Rule 10b5-1 trading plan, and a portion of the shares was sold to satisfy statutory tax withholding obligations tied to restricted stock unit vesting.

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

After the reported sales, line items show Erik Phelps holding 85,466 and 79,816 shares. These figures reflect ownership immediately following each respective transaction in the company’s Class A common stock.

At what prices did Erik Phelps sell Tempus AI (TEM) shares?

The reported sale prices were $60.00 and $59.05 per share. One transaction notes a weighted average price, with individual trades executed in a range from $58.71 to $59.38 per share.

Why were some Tempus AI (TEM) shares sold to cover taxes for Erik Phelps?

A portion of the shares was sold to cover statutory tax withholding obligations. The Form 4 explains these sales were mandated by the company’s equity incentive plans in connection with restricted stock unit vesting.