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Tempus AI, Inc.·4

Feb 20, 6:45 PM ET

Polovin Andrew 4

Research Summary

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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.