Bartolucci Ryan M 4
4 · Tempus AI, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Tempus AI Chief Accounting Officer Ryan Bartolucci Sells Shares, Receives Award
What Happened Ryan M. Bartolucci, Tempus AI’s Chief Accounting Officer, had two related transactions: a sale on Feb 19, 2026 of 2,902 shares in an open-market transaction for a weighted average price of $59.05 (total ≈ $171,363), and an award on Feb 20, 2026 of 12,998 shares at $0.00 (compensation). The award represents 2,998 fully vested restricted stock units (2025 bonus) and 10,000 performance-based shares certified as earned; the PSUs were certified on Feb 20, 2026 and are scheduled to vest on Aug 15, 2026. The Feb 19 sale was a mandatory “sell-to-cover” to satisfy statutory tax withholding tied to vesting, not a discretionary sale.
Key Details
- Sale: 2,902 shares on 2026-02-19; weighted average price $59.05; proceeds ≈ $171,363. Reported sale price range: $58.71–$59.38. (Footnote F2)
- Award/Acquisition: 12,998 shares reported on 2026-02-20 at $0.00 (2,998 vested RSUs + 10,000 PSUs certified as earned). (Footnote F3)
- Sale rationale: Sell-to-cover for tax withholding; mandated by issuer equity-plan election (not discretionary). (Footnote F1)
- Shares owned after the reported transactions: not specified in the provided filing excerpt; see the full Form 4 for total holdings.
- Filing: Reported on 2026-02-20 covering transactions on 2026-02-19 and 2026-02-20 — appears timely (Form 4 filed within required reporting window).
Context
- Sell-to-cover transactions are routine when equity awards vest and are used solely to satisfy tax withholding obligations; they do not necessarily indicate the insider’s view of the company’s prospects.
- The 10,000 PSUs were certified as earned by the Board and will vest on Aug 15, 2026 if terms are met — these are performance-based awards, not open-market purchases.
- No indication in the filing of a 10% owner change, gifts, option exercises for cash, or a 10b5-1 plan; this is compensation-related activity.
Insider Transaction Report
- Sale
Class A Common Stock
[F1][F2]2026-02-19$59.05/sh−2,902$171,363→ 41,159 total - Award
Class A Common Stock
[F3]2026-02-20+12,998→ 54,157 total
Footnotes (3)
- [F1]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.
- [F2]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. 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 range set forth in this footnote.
- [F3]Represents (i) 2,998 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 10,000 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.