Form 4: Tempus AI Officer Sells Shares Under 10b5-1 Plan
Statement of Changes in Beneficial Ownership
Erik Phelps, EVP and Chief Administrative Officer of Tempus AI, Inc., reported sales of Class A Common Stock totaling 9,464 shares, partially for tax obligations and partly under a pre-arranged trading plan.
Summary
- Erik Phelps, EVP, Chief Administrative Officer of Tempus AI, Inc. (TEM), reported two transactions involving the sale of Class A Common Stock.
- On February 19, 2026, Phelps sold 3,814 shares at a price of $60 per share, pursuant to a Rule 10b5-1 trading plan adopted on September 15, 2025.
- Additionally, on February 19, 2026, 5,650 shares were sold at a weighted average price of $59.05 per share to cover statutory tax withholding obligations related to the vesting of restricted stock units.
- The sale for tax withholding was mandated by the Issuer's equity incentive plans and does not represent a discretionary sale.
- Following these transactions, Phelps beneficially owns 79,816 shares of Class A Common Stock.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event. The sales are largely routine, driven by a pre-established trading plan and mandatory tax obligations, rather than discretionary selling that might signal a change in management's confidence.
Future Outlook
The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategy.
Management Comments
- The sale of 5,650 shares was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a 'sell to cover' transaction and does not represent a discretionary sale by the Reporting Person.
Industry Context
StockSavvy.ai notes that insider sales, particularly those executed under Rule 10b5-1 plans or for tax withholding purposes, are common occurrences in the technology and healthcare sectors. These transactions typically reflect personal financial planning or compliance with equity compensation policies rather than a change in management's outlook on the company's prospects. Such routine sales are generally not indicative of broader industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Adoption | The reporting person adopted a Rule 10b5-1 trading plan on September 15, 2025, which facilitates the orderly sale of securities by insiders. | 09/15/2025 | Enhances transparency and provides an affirmative defense against insider trading allegations for pre-scheduled sales. |
| Equity Incentive Plan Policy | The Issuer's equity incentive plans require a 'sell to cover' transaction to satisfy minimum statutory tax withholding obligations upon RSU vesting. | NA | Standardizes the process for tax compliance related to equity compensation, ensuring efficient handling of tax liabilities for employees. |
Stakeholder Impact
- Shareholders: The sale represents a minor reduction in insider ownership, but given the reasons (10b5-1 plan and tax withholding), it is unlikely to be perceived negatively or impact shareholder confidence significantly.
- Employees: The 'sell to cover' mechanism for tax withholding is a standard practice in equity compensation, ensuring compliance for employees receiving restricted stock units.
Key Dates
| Date | Description |
|---|---|
| 09/15/2025 | Date Reporting Person adopted the Rule 10b5-1 trading plan. |
| 02/19/2026 | Date of reported transactions for Class A Common Stock sales. |
| 02/20/2026 | Date the Form 4 was signed by Andrew Polovin, Attorney-in-Fact. |
Keywords
Tempus AI, TEM, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Executive Compensation, Tax Withholding
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