Form 4: Tempus AI Legal Chief Sells Shares, Receives Equity

Tempus AI's EVP, Chief Legal Officer, Andrew Polovin, reported sales of Class A Common Stock, including tax-related sales and those under a 10b5-1 plan, alongside the acquisition of new equity awards.

Summary

• Andrew Polovin, EVP, Chief Legal Officer of Tempus AI, Inc. (TEM), reported multiple transactions involving Class A Common Stock.
• On February 19, 2026, Polovin sold 8,143 shares at a weighted average price of $59.05 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, Polovin acquired 38,420 shares of Class A Common Stock at a price of $0. This included 5,120 fully vested restricted stock units from his 2025 bonus award and 33,300 shares from performance-based stock units (PSUs) certified by the Board of Directors.
• The PSUs, certified on February 20, 2026, are scheduled to vest on August 15, 2026.
• Also on February 20, 2026, Polovin sold 10,849 shares at a weighted average price of $60.30 and 100 shares at $60.97. These sales were executed pursuant to a Rule 10b5-1 trading plan adopted on August 12, 2025.
• Following these transactions, Polovin beneficially owns 126,918 shares of Class A Common Stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting routine executive compensation activities including significant equity awards and planned sales, with no immediate negative implications for the company's operational or financial health.

Positives

• Andrew Polovin received 38,420 shares of Class A Common Stock as equity awards, including 5,120 fully vested restricted stock units from his 2025 bonus and 33,300 shares from certified performance-based stock units.
• The certification of performance-based stock units indicates the achievement of applicable performance metrics and goals by the company's Board of Directors.

Negatives

• Andrew Polovin sold a total of 19,092 shares of Class A Common Stock across three transactions.
• A portion of the sales (8,143 shares at $59.05) was non-discretionary, mandated to cover statutory tax withholding obligations.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving equity awards and pre-planned sales (10b5-1 plans), are common in the technology and healthcare sectors for executive compensation and tax management. The certification of performance-based units suggests the company is meeting internal targets, which is a positive signal for operational execution within the competitive AI healthcare space.

Related Party Transactions

• The transactions reported are insider transactions by a key executive, which are inherently related party dealings. Specifically, the acquisition of equity awards and the subsequent sales (including tax-related and 10b5-1 plan sales) are direct dealings between the executive and the company's equity.

Stakeholder Impact

• Shareholders: The sales, particularly those under a 10b5-1 plan, represent planned liquidity for an executive, which is a normal part of compensation. The equity awards demonstrate continued alignment of executive interests with shareholder value.
• Employees: The vesting of RSUs and certification of PSUs reflect the company's compensation structure and performance incentives for its executives.

Next Steps

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

Key Dates

Recommendation

The filing details routine insider transactions, including equity awards and planned sales, by a key executive. There are no indications of significant changes in company fundamentals or strategic direction. The transactions are largely expected as part of executive compensation and liquidity management, thus warranting a 'hold' recommendation as they do not provide new information to alter an investment thesis.

Keywords

Tempus AI, TEM, Andrew Polovin, Insider Trading, Form 4, Stock Sale, Equity Award, Restricted Stock Units, Performance Stock Units, Rule 10b5-1, Executive Compensation, Legal Officer