Polovin Andrew 4
4 · Tempus AI, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Tempus AI (TEM) EVP Andrew Polovin Sells Shares, Receives Award
What Happened Andrew Polovin, EVP and Chief Legal Officer of Tempus AI (TEM), reported multiple open-market sales and an award/vesting event. He sold a total of 19,092 shares across transactions on Feb 19–20, 2026 for aggregate proceeds of about $1,141,136 (sales at weighted averages noted below). He also acquired 38,420 shares on Feb 20, 2026 at $0.00—this represents 5,120 fully vested restricted stock units (2025 bonus) plus 33,300 performance-based shares that were certified by the board (these PSUs will vest on Aug 15, 2026).
Key Details
- Transaction dates and prices:
- 2026-02-19: Sold 8,143 shares @ weighted avg $59.05 — proceeds $480,844 (price range reported: $58.71–$59.38; footnote F2).
- 2026-02-20: Award/vesting (A) of 38,420 shares @ $0.00 (5,120 RSUs + 33,300 PSUs certified) (footnote F3).
- 2026-02-20: Sold 10,849 shares @ weighted avg $60.30 — proceeds $654,195 (sales executed under a Rule 10b5-1 plan adopted Aug 12, 2025; footnote F4; price range $59.71–$60.645; footnote F5).
- 2026-02-20: Sold 100 shares @ $60.97 — proceeds $6,097.
- Total sold: 19,092 shares for ~$1,141,136; total acquired via award: 38,420 shares (reported at $0).
- Footnotes of note:
- F1: One sale represents a mandatory "sell-to-cover" to satisfy statutory tax withholding on vested RSUs (not a discretionary sale).
- F3: PSU certification by the board occurred Feb 20, 2026; PSU vesting date is Aug 15, 2026.
- F4: Part of the sales were executed under a pre-established Rule 10b5-1 plan.
- Shares owned after the transactions: not specified in the information provided.
- Filing timeliness: Report filed Feb 20, 2026 for transactions on Feb 19–20, 2026 — appears timely (no late filing indicated).
Context
- The sale of 8,143 shares to cover taxes is routine (sell-to-cover) and not a discretionary market-timing action. The larger sale of 10,849 shares was executed under a 10b5-1 plan, which is a pre-set trading arrangement that can limit inference about intent. The certified PSUs are performance-based and will vest later (Aug 15, 2026), so the award includes both already-vested RSUs and PSUs certified as earned. As always, these filings are factual disclosures and do not, by themselves, indicate insider sentiment.
Insider Transaction Report
Form 4
Polovin Andrew
EVP, Chief Legal Officer
Transactions
- Sale
Class A Common Stock
[F1][F2]2026-02-19$59.05/sh−8,143$480,844→ 99,447 total - Award
Class A Common Stock
[F3]2026-02-20+38,420→ 137,867 total - Sale
Class A Common Stock
[F4][F5]2026-02-20$60.30/sh−10,849$654,195→ 127,018 total - Sale
Class A Common Stock
[F4]2026-02-20$60.97/sh−100$6,097→ 126,918 total
Footnotes (5)
- [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 ranges set forth in footnotes (2) and (5).
- [F3]Represents (i) 5,120 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 33,300 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.
- [F4]This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025.
- [F5]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.71 to $60.645 inclusive.
Signature
/s/ Andrew Polovin|2026-02-20