Form 4: Tempus AI CEO Lefkofsky Reports Stock Sales & Awards

Tempus AI CEO Eric P. Lefkofsky reported sales of Class A Common Stock under a 10b5-1 plan and the acquisition of shares from vested restricted stock units and certified performance-based awards.

Summary

• Eric P. Lefkofsky, CEO and Chairman of Tempus AI, Inc., reported transactions involving Class A Common Stock.
• On February 19, 2026, a total of 166,250 shares were sold indirectly through Gray Media, LLC and Blue Media, LLC, pursuant to a Rule 10b5-1 trading plan.
• An additional 13,587 shares were sold directly on February 19, 2026, to cover statutory tax withholding obligations related to restricted stock unit vesting, which was a non-discretionary "sell to cover" transaction.
• On February 20, 2026, Lefkofsky acquired 263,430 shares directly, comprising 13,430 fully vested restricted stock units from his 2025 bonus award and 250,000 shares from performance-based stock units (PSUs).
• The performance metrics for the 250,000 PSUs were certified by the Issuer's Board of Directors on February 20, 2026, and these PSUs are scheduled to vest on August 15, 2026.
• Following these transactions, Lefkofsky's direct beneficial ownership is 2,253,056 shares, and indirect beneficial ownership totals 35,913,495 shares across various entities.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing. While there are sales, they are largely pre-planned or for tax purposes, and the significant acquisition of performance-based shares indicates the achievement of internal company goals.

Positives

• Acquisition of 263,430 Class A Common Stock, including 13,430 fully vested restricted stock units as a 2025 bonus award.
• Certification of performance metrics for 250,000 performance-based stock units by the Board of Directors, indicating achievement of company goals.

Negatives

• Sale of 166,250 Class A Common Stock through controlled entities (Gray Media, LLC and Blue Media, LLC) under a Rule 10b5-1 trading plan.
• Sale of 13,587 Class A Common Stock directly to cover statutory tax withholding obligations, although non-discretionary.

Future Outlook

The filing indicates that 250,000 performance-based stock units, certified as earned by the Board, are scheduled to vest on August 15, 2026, suggesting future alignment of executive compensation with company performance.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those executed under Rule 10b5-1 plans, are common for executives to manage personal finances while adhering to insider trading regulations. The acquisition of shares through bonus awards and certified performance units is standard practice for executive compensation in the biotechnology and AI sectors, aligning management incentives with shareholder value.

Related Party Transactions

• Transactions conducted through Gray Media, LLC, Blue Media, LLC, 346 Long LLC, Black Media, LLC, Lefkofsky Family 2025 GRAT, Lefkofsky Family Foundation, and Vas.org Foundation, all entities where Eric P. Lefkofsky or his spouse have control or trustee roles.

Stakeholder Impact

• Shareholders: The filing provides transparency into executive stock transactions. The net increase in shares beneficially owned by the CEO (considering both sales and awards) could be seen as a positive signal of continued alignment with shareholder interests, especially with the vesting of performance-based units.
• Employees: The vesting of RSUs and PSUs for the CEO indicates the company's compensation structure is functioning and performance goals are being met, which could be a positive for employee morale and retention.

Next Steps

• The 250,000 performance-based stock units are scheduled to vest on August 15, 2026.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions, including pre-planned sales and the acquisition of shares through executive compensation awards. The sales are either part of a 10b5-1 plan or for tax purposes, not indicative of a change in management's outlook. The significant award of performance-based stock units, with certified performance, suggests the company is meeting internal targets. As such, this filing alone does not present a strong case for a "buy" or "sell" recommendation but rather supports a "hold" position, awaiting broader company performance updates.

Keywords

Tempus AI, TEM, Eric P. Lefkofsky, Insider Trading, Form 4, Stock Sales, Stock Awards, Restricted Stock Units, Performance-Based Stock Units, 10b5-1 Plan, CEO, Chairman