LEFKOFSKY ERIC P 4

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.