Form 4: Tempus AI CFO Rogers Reports Routine Stock Transactions

Tempus AI's Chief Financial Officer, James William Rogers, reported a tax-related stock sale and the vesting of restricted and performance-based stock units.

Summary

• James William Rogers, Chief Financial Officer of Tempus AI, Inc. (TEM), reported transactions involving the company's Class A Common Stock.
• On February 19, 2026, Rogers sold 10,084 shares at a weighted average price of $59.05 per share to cover statutory tax withholding obligations related to restricted stock unit vesting. This was a non-discretionary "sell to cover" transaction.
• On February 20, 2026, Rogers acquired 37,496 shares of Class A Common Stock at a price of $0.
• This acquisition included 4,196 fully vested restricted stock units from his 2025 bonus award.
• It also included 33,300 shares certified as earned from performance-based stock units (PSUs) granted on August 7, 2025, following the Board of Directors' certification of performance metrics on February 20, 2026. These PSUs are scheduled to vest on August 15, 2026.
• Following these transactions, Rogers beneficially owns 138,662 shares of Class A Common Stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, reflecting routine executive compensation activities (vesting of equity awards and a non-discretionary tax-related sale) rather than a significant change in insider sentiment or company fundamentals.

Positives

• The acquisition of 37,496 shares of Class A Common Stock by the CFO indicates continued equity ownership and alignment with shareholder interests.
• The certification of performance metrics by the Board of Directors for 33,300 performance-based stock units suggests the company met specific operational or financial goals.
• The vesting of 4,196 restricted stock units represents a routine compensation event for the CFO.

Negatives

• The sale of 10,084 shares, although for tax purposes, reduces the CFO's direct shareholding in the short term.

Future Outlook

The filing indicates a future vesting event for 33,300 performance-based stock units on August 15, 2026, contingent on the terms of the award.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as 'sell to cover' sales for tax purposes and the vesting of equity awards, are common practices in executive compensation across the technology and healthcare sectors. These transactions typically reflect pre-arranged compensation plans rather than discretionary investment decisions, distinguishing them from open market purchases or sales that might signal management's view on company prospects.

Related Party Transactions

• The transactions involve the Chief Financial Officer of Tempus AI, Inc. and the company's equity, which constitutes a related party transaction as part of executive compensation.

Stakeholder Impact

• Shareholders: The transactions are routine and reflect standard executive compensation practices, unlikely to have a significant direct impact on existing shareholders beyond the minor dilution from new share issuance (if applicable for the PSUs/RSUs) and the transparency of insider holdings.

Next Steps

• The 33,300 performance-based stock units are scheduled to vest on August 15, 2026.

Key Dates

Recommendation

The filing details routine insider transactions related to executive compensation, specifically a 'sell to cover' for tax purposes and the vesting of equity awards. These events are generally expected and do not provide new fundamental information that would warrant a change in investment recommendation. A 'hold' recommendation is appropriate as the filing does not present significant positive or negative catalysts for the stock price.

Keywords

Tempus AI, TEM, Form 4, Insider Trading, Stock Transaction, CFO, James William Rogers, Restricted Stock Units, Performance-Based Stock Units, Equity Compensation, Sell to Cover, Tax Withholding