Tempus AI (TEM) CAO reports tax-withholding sale and new stock awards

Rhea-AI Filing Summary

Tempus AI, Inc. Chief Accounting Officer Ryan M. Bartolucci reported two equity transactions in Class A common stock. On February 20, 2026, he acquired 12,998 shares at no cost as equity compensation. This comprises 2,998 fully vested restricted stock units for his 2025 bonus and 10,000 performance-based stock units certified as earned, which are scheduled to vest on August 15, 2026 after the board certified performance goals.

On February 19, 2026, he sold 2,902 shares at a weighted average price of $59.05 per share. According to the disclosure, this was a mandatory “sell-to-cover” transaction to satisfy statutory tax-withholding obligations on vesting RSUs, and not a discretionary sale.

Insider Trade Summary

Net Seller: 2,902 shares ($171,363)

Net Sell 2 txns

Insider Bartolucci Ryan M

Role Chief Accounting Officer

Sold 2,902 shs ($171K)

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	12,998	$0.00	--
Sale	Class A Common Stock	2,902	$59.05	$171K

Holdings After Transaction: Class A Common Stock — 54,157 shares (Direct)

Footnotes (1)

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. 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. Represents (i) 2,998 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 10,000 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.

Form 4 Insider Transactions: What Each Field Means →

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
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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).

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^*

Bartolucci Ryan M

(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 Accounting 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)		2,902	D	$59.05(2)	41,159	D
Class A Common Stock	02/20/2026		A		12,998(3)	A	$0	54,157	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) 2,998 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 10,000 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
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 transactions did Tempus AI (TEM) report for Ryan M. Bartolucci?

Tempus AI’s Chief Accounting Officer reported a grant of 12,998 Class A shares as equity awards and a sale of 2,902 shares used to cover tax withholding obligations tied to vesting restricted stock units.

Was the Tempus AI (TEM) insider stock sale by Ryan Bartolucci discretionary?

No. The 2,902 shares sold were mandated as a “sell to cover” transaction to satisfy minimum statutory tax withholding obligations arising from vesting restricted stock units, rather than a discretionary open-market sale by the executive.

What equity awards did Tempus AI (TEM) grant to its Chief Accounting Officer?

He received 12,998 Class A shares, consisting of 2,998 fully vested restricted stock units as his 2025 bonus and 10,000 performance-based stock units that were certified as earned after the board confirmed achievement of required performance metrics.

When will Ryan Bartolucci’s Tempus AI (TEM) performance-based stock units vest?

The 10,000 performance-based stock units are scheduled to vest on August 15, 2026. The board certified achievement of the applicable performance goals on February 20, 2026, confirming the award was earned under its original terms.

At what price were Tempus AI (TEM) shares sold in the insider tax-withholding transaction?

The 2,902 shares sold for tax withholding were executed at a weighted average price of $59.05 per share, across multiple trades within a price range from $58.71 to $59.38, as detailed in the disclosure footnote.