Form 4: Tempus AI CAO Reports Equity Transactions

Tempus AI's Chief Accounting Officer reported a tax-related stock sale and the vesting of restricted and performance-based stock units.

Summary

• Ryan M. Bartolucci, Chief Accounting Officer of Tempus AI, Inc. (TEM), reported changes in his beneficial ownership of Class A Common Stock.
• On February 19, 2026, Mr. Bartolucci sold 2,902 shares of Class A Common Stock at a weighted average price of $59.05 per share.
• This sale was a 'sell to cover' transaction, mandated to satisfy statutory tax withholding obligations related to the vesting of restricted stock units, and was not a discretionary sale.
• Following this sale, Mr. Bartolucci's direct beneficial ownership was 41,159 shares.
• On February 20, 2026, Mr. Bartolucci acquired 12,998 shares of Class A Common Stock at a price of $0.
• This acquisition consisted of 2,998 fully vested restricted stock units (his 2025 bonus award) and 10,000 shares earned from 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 for the PSUs on February 20, 2026.
• The 10,000 PSU shares will vest on August 15, 2026.
• After these transactions, Mr. Bartolucci's direct beneficial ownership increased to 54,157 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as slightly positive. While there was a sale, it was non-discretionary for tax purposes. The net increase in beneficial ownership and the certification of performance-based units suggest continued alignment of management interests with shareholder value and achievement of company goals.

Positives

• The Chief Accounting Officer's beneficial ownership of Class A Common Stock increased by a net of 10,096 shares (12,998 acquired 2,902 sold).
• The vesting of 2,998 restricted stock units represents a realized bonus award for 2025.
• The certification of 10,000 performance-based stock units indicates the achievement of company performance metrics by the Board of Directors.

Negatives

• A sale of 2,902 shares occurred, although it was non-discretionary and for tax withholding purposes.

Future Outlook

The 10,000 performance-based stock units certified as earned on February 20, 2026, are scheduled to vest on August 15, 2026, indicating a future increase in the reporting person's fully vested holdings.

Management Comments

• The sale of 2,902 shares was required to cover statutory tax withholding obligations in connection with the vesting of restricted stock units, mandated by the Issuer's equity incentive plans, and was not a discretionary sale.
• The 12,998 shares acquired represent 2,998 fully vested restricted stock units from the 2025 bonus award and 10,000 shares certified as earned from performance-based stock units, with the latter vesting on August 15, 2026, following Board certification of performance metrics.

Industry Context

StockSavvy.ai notes that Form 4 filings detailing insider transactions, particularly 'sell to cover' sales for tax purposes and the vesting of equity awards, are routine occurrences in publicly traded companies. These transactions reflect standard compensation practices and do not typically signal a change in strategic direction or financial health, but rather the ongoing management of executive equity holdings.

Stakeholder Impact

• Shareholders: The net increase in the Chief Accounting Officer's beneficial ownership aligns management's interests with shareholders, indicating confidence in the company's future. The 'sell to cover' transaction is a standard, non-discretionary event and does not imply a lack of confidence.
• Employees: The vesting of RSUs and certification of PSUs reflect the company's ongoing equity compensation programs, which can be a positive for employee retention and motivation.

Next Steps

• The 10,000 certified performance-based stock units are scheduled to vest on August 15, 2026.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, including the vesting of equity awards and a non-discretionary tax-related stock sale. Such transactions are standard for executive compensation and do not typically provide new fundamental information that would warrant a change in investment recommendation. The net increase in the officer's holdings is a minor positive, but not enough to shift a 'hold' stance based solely on this filing.

Keywords

Tempus AI, TEM, Form 4, Insider Transaction, Equity Ownership, Restricted Stock Units, Performance Stock Units, Chief Accounting Officer, Stock Sale, Stock Vesting