Bartolucci Ryan M 4

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.