LEFKOFSKY ERIC P 4
4 · Tempus AI, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Tempus AI (TEM) 10% Owner Eric Lefkofsky Sells Shares
What Happened
Eric Lefkofsky, a reported 10% owner of Tempus AI (TEM), sold a total of 179,837 shares on 2026-02-19 in multiple open‑market transactions, generating roughly $10.59 million. The individual sale lines reported weighted‑average prices in the high $57–$59 range (listed per-trade averages of $58.31, $59.04, $59.70, $59.05, etc.). The next day (2026-02-20) Lefkofsky was reported to have acquired 263,430 shares as awards (zero purchase price reported) consisting of 13,430 vested restricted stock units and 250,000 performance‑based shares that the board certified as earned (these PSUs vest on August 15, 2026).
Key Details
- Transaction dates: Sales on 2026-02-19; award reported 2026-02-20. Form filed 2026-02-20 (appears timely).
- Sales total: 179,837 shares disposed for ~ $10,589,917 (aggregate of reported proceeds).
- Award total: 263,430 shares reported as acquired at $0.00 (13,430 vested RSUs + 250,000 PSUs certified to vest later).
- Plan/mandates: Some sales were executed under a Rule 10b5-1 trading plan adopted March 4, 2025. One sale(s) represent a "sell to cover" for tax withholding related to RSU vesting (mandated sale, not discretionary).
- Pricing notes: Several reported prices are weighted averages across multiple trades (ranges provided in the filing).
- Ownership after transactions: Not specified in the provided data.
- Reporting status & identity: Reporting person is a 10% owner; filing lists other personal/entity affiliations.
Context
- Sales under a Rule 10b5‑1 plan are pre‑arranged trading programs and are commonly used to avoid timing questions; they do not necessarily reflect a spontaneous view on the stock.
- The award includes a mix of immediately vested RSUs (small portion) and performance‑based units certified by the board that will vest later — the certified PSUs are not yet vested stock.
- Sell‑to‑cover transactions are routine tax withholding actions and do not indicate discretionary selling pressure.
Insider Transaction Report
Form 4
LEFKOFSKY ERIC P
DirectorCEO and Chairman10% Owner
Transactions
- Sale
Class A Common Stock
[F1][F2][F3]2026-02-19$58.31/sh−8,552$498,667→ 8,932,981 total(indirect: By LLC) - Sale
Class A Common Stock
[F1][F4][F3]2026-02-19$59.04/sh−23,775$1,403,676→ 8,909,206 total(indirect: By LLC) - Sale
Class A Common Stock
[F1][F5][F3]2026-02-19$59.70/sh−923$55,103→ 8,908,283 total(indirect: By LLC) - Sale
Class A Common Stock
[F1][F2][F3]2026-02-19$58.31/sh−33,717$1,966,038→ 16,021,752 total(indirect: By LLC) - Sale
Class A Common Stock
[F1][F4][F3]2026-02-19$59.04/sh−95,567$5,642,276→ 15,926,185 total(indirect: By LLC) - Sale
Class A Common Stock
[F1][F5][F3]2026-02-19$59.70/sh−3,716$221,845→ 15,922,469 total(indirect: By LLC) - Sale
Class A Common Stock
[F6][F7]2026-02-19$59.05/sh−13,587$802,312→ 1,989,626 total - Award
Class A Common Stock
[F8]2026-02-20+263,430→ 2,253,056 total
Holdings
- 406(indirect: By LLC)
Class A Common Stock
[F3] - 10,000,000(indirect: Lefkofsky Family 2025 GRAT)
Class A Common Stock
[F3] - 206(indirect: By LLC)
Class A Common Stock
[F3] - 832,131(indirect: By Foundation)
Class A Common Stock
[F3] - 250,000(indirect: By Foundation)
Class A Common Stock
[F3]
Footnotes (8)
- [F1]This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
- [F2]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.61 to $58.6097 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (4), (5) and (7).
- [F3]The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
- [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.61 to $59.6074 inclusive.
- [F5]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.6102 to $59.8064 inclusive.
- [F6]Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This sale is 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.
- [F7]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.71 to $59.38 inclusive.
- [F8]Represents (i) 13,430 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 250,000 shares certified as earned with respect to an award of 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 on February 20, 2026 and the PSUs will vest, in accordance with their terms, on August 15, 2026.
Signature
/s/ Andrew Polovin, Attorney-in-Fact|2026-02-20