Form 4: Tempus AI Executive Reports Stock Transactions

Tempus AI's Chief Executive Officer, Data, Ryan Fukushima, reported a tax-related stock sale and the acquisition of vested restricted stock units and earned performance-based stock units.

Summary

• Ryan Fukushima, Chief Executive Officer, Data at Tempus AI, Inc. (TEM), reported transactions involving Class A Common Stock.
• On February 19, 2026, Fukushima sold 9,592 shares of Class A Common Stock at a weighted average price of $59.05 per share.
• This sale was a non-discretionary 'sell to cover' transaction to satisfy statutory tax withholding obligations related to the vesting of restricted stock units.
• On February 20, 2026, Fukushima acquired 74,993 shares of Class A Common Stock at a price of $0.
• This acquisition included 8,393 fully vested restricted stock units from the 2025 bonus award and 66,600 shares certified as 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.
• Following these transactions, Fukushima directly beneficially owns 769,347 shares of Class A Common Stock and indirectly owns 148,808 shares through a spouse.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive filing. While there was a sale, it was non-discretionary for tax purposes, and the significant acquisition of vested and earned shares reflects successful achievement of compensation milestones.

Positives

• The acquisition of 74,993 shares at $0 indicates the vesting of compensation awards, including a 2025 bonus and performance-based units.
• The certification of performance metrics for the PSUs on February 20, 2026, demonstrates the achievement of company goals.

Negatives

• A sale of 9,592 shares occurred, though it was non-discretionary and solely for tax withholding purposes, not a voluntary divestment.

Future Outlook

The 66,600 shares certified as earned from performance-based stock units are scheduled to vest on August 15, 2026, indicating future share delivery to the executive.

Management Comments

• The sale of 9,592 shares represents the number of shares required to be sold to cover statutory tax withholding obligations in connection with the vesting of restricted stock units, mandated by the Issuer's equity incentive plans and not a discretionary sale by the Reporting Person.

Industry Context

StockSavvy.ai notes that Form 4 filings detailing executive stock transactions, particularly those related to compensation vesting and tax withholding, are routine disclosures in the public markets. These transactions provide transparency into executive equity holdings and compensation structures, which is standard practice across the industry.

Stakeholder Impact

• Shareholders gain transparency into executive compensation and equity holdings, which can be a factor in assessing management alignment with shareholder interests.
• The vesting of performance-based units indicates that management has met certain pre-defined performance metrics, which could be viewed positively by investors.

Next Steps

• The 66,600 earned performance-based stock units are scheduled to vest on August 15, 2026.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, including the vesting of equity awards and a non-discretionary tax-related sale. It does not contain new fundamental information about the company's operations, financial performance, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as it maintains the current investment stance based on existing company fundamentals.

Keywords

Tempus AI, TEM, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance Stock Units, Stock Sale, Tax Withholding