Tempus AI (TEM) CFO reports share grant and mandatory tax-cover sale

Rhea-AI Filing Summary

Tempus AI, Inc. Chief Financial Officer James William Rogers reported two transactions in Class A common stock. He received a grant or award of 37,496 shares at no cost, consisting of fully vested restricted stock units and earned performance-based stock units tied to previously established goals.

Rogers also sold 10,084 shares at a weighted average price of $59.05 per share to cover statutory tax withholding obligations arising from the vesting of restricted stock units. This was a mandatory "sell to cover" transaction under the company’s equity incentive plans, not 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

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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).

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^*

Rogers James William

(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)
	Chief Financial 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)		10,084	D	$59.05(2)	101,166	D
Class A Common Stock	02/20/2026		A		37,496(3)	A	$0	138,662	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. 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.

2. 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.

3. Represents (i) 4,196 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 33,300 shares certified as earned with respect to an award of performance-based stock units ("PSUs") granted on August 7, 2025. The Issuer's Board of Directors certified the achievement of the applicable performance metrics and goals on February 20, 2026 and the PSUs will vest, in accordance with their terms, on August 15, 2026.

	/s/ Andrew Polovin, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Tempus AI (TEM) report for its CFO?

Tempus AI’s CFO James William Rogers reported receiving 37,496 Class A shares through equity awards and selling 10,084 shares. The sale was solely to cover statutory tax withholding from vesting restricted stock units under the company’s equity incentive plans, not a discretionary sale.

How many Tempus AI (TEM) shares did the CFO sell, and at what price?

The CFO sold 10,084 shares of Tempus AI Class A common stock at a weighted average price of $59.05 per share. Footnotes state these shares were sold across multiple trades between $58.71 and $59.38 to satisfy tax withholding obligations from vesting restricted stock units.

Why did the Tempus AI (TEM) CFO sell 10,084 shares?

The 10,084 shares were sold to cover statutory tax withholding obligations triggered by the vesting of restricted stock units. The company’s equity plans mandate a “sell to cover” transaction for minimum withholding, so this sale did not represent a discretionary decision by the reporting person.

What equity awards did the Tempus AI (TEM) CFO receive in this filing?

The CFO received 37,496 Class A shares at no cost, including 4,196 fully vested restricted stock units as his 2025 bonus and 33,300 performance-based stock units certified as earned. The board certified performance achievement on February 20, 2026, with those PSUs scheduled to vest on August 15, 2026.

How are the Tempus AI (TEM) CFO’s performance-based stock units structured?

The filing notes 33,300 shares were certified as earned from performance-based stock units granted on August 7, 2025. Tempus AI’s board certified that applicable performance metrics and goals were achieved on February 20, 2026, and these PSUs are scheduled to vest on August 15, 2026.

Was the Tempus AI (TEM) CFO’s share sale an open-market discretionary transaction?

Although reported as a sale, the transaction was not discretionary. Footnotes explain the 10,084 shares were sold solely to fund statutory tax withholding via a required “sell to cover” mechanism specified in Tempus AI’s equity incentive plans when restricted stock units vest.