Tempus AI (TEM) CLO reports stock awards, tax sales and 10b5-1 trades

Rhea-AI Filing Summary

Tempus AI, Inc. executive Andrew Polovin reported a mix of equity awards and related share sales in Class A common stock. He acquired 38,420 shares on February 20, 2026 at $0.00 per share through grants and vesting.

The award includes 5,120 fully vested restricted stock units as his 2025 bonus and 33,300 performance-based stock units certified as earned, with those PSUs scheduled to vest on August 15, 2026. To cover statutory tax withholding on the vesting, 8,143 shares were sold through a mandated “sell to cover” transaction, not a discretionary sale.

Additional open-market sales totaling 19,092 shares occurred on February 19–20, 2026, including transactions executed under a Rule 10b5-1 trading plan adopted on August 12, 2025. After these transactions, Polovin directly holds 126,918 Class A shares.

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).

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^*

Polovin Andrew

(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 Legal 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)		8,143	D	$59.05(2)	99,447	D
Class A Common Stock	02/20/2026		A		38,420(3)	A	$0	137,867	D
Class A Common Stock	02/20/2026		S(4)		10,849	D	$60.3(5)	127,018	D
Class A Common Stock	02/20/2026		S(4)		100	D	$60.97	126,918	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 ranges set forth in footnotes (2) and (5).

3. Represents (i) 5,120 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.

4. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.71 to $60.645 inclusive.

	/s/ Andrew Polovin	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What did Tempus AI (TEM) executive Andrew Polovin report in this Form 4?

Andrew Polovin reported receiving 38,420 shares of Tempus AI Class A common stock through equity awards, plus related sales of 19,092 shares. The activity reflects bonus and performance-based stock vesting, tax-withholding sales, and trades under a pre-established Rule 10b5-1 plan.

How many Tempus AI (TEM) shares did Andrew Polovin acquire in the latest filing?

He acquired 38,420 shares of Class A common stock at $0.00 per share. This consists of 5,120 fully vested restricted stock units as a 2025 bonus and 33,300 performance-based stock units certified as earned based on previously set performance goals.

How many Tempus AI (TEM) shares did Andrew Polovin sell and why?

He sold 19,092 Class A shares in total. Of these, 8,143 shares were sold to cover statutory tax withholding via a mandated “sell to cover” process, while additional open-market sales were executed, including transactions under a Rule 10b5-1 trading plan.

What is the role of the Rule 10b5-1 plan in Andrew Polovin’s Tempus AI trades?

One set of sales was made under a Rule 10b5-1 trading plan adopted on August 12, 2025. Such plans pre-schedule trades, allowing executives to sell shares according to predefined instructions, helping separate personal trading decisions from day-to-day market information.

How many Tempus AI (TEM) shares does Andrew Polovin hold after these transactions?

After the reported grant and sales, Andrew Polovin directly holds 126,918 shares of Tempus AI Class A common stock. This figure reflects his updated direct ownership position following the equity award vesting, tax-withholding sale, and additional open-market sales disclosed.

What performance-based stock units were involved in Tempus AI (TEM) executive compensation?

The filing shows 33,300 performance-based stock units granted on August 7, 2025 were certified as earned. Tempus AI’s board confirmed the achievement of required performance metrics on February 20, 2026, with these PSUs scheduled to vest on August 15, 2026.