Phelps Erik 4
4 · Tempus AI, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Tempus AI (TEM) EVP Erik Phelps Sells Shares
What Happened
Erik Phelps, EVP and Chief Administrative Officer of Tempus AI, reported two sales on Feb 19, 2026 totaling 9,464 shares for roughly $562,473. The Form 4 lists a sale of 3,814 shares at $60.00 each (proceeds $228,840) and 5,650 shares at a weighted-average price of $59.05 (proceeds $333,633). Both are reported as sales (S) via open-market or private sale. Sales are often routine and do not necessarily signal a change in an insider’s view of the company.
Key Details
- Transaction date: February 19, 2026 (Form filed Feb 20, 2026) — no late filing indicated in the provided data.
- Breakdown:
- 3,814 shares @ $60.00 = $228,840
- 5,650 shares @ weighted-average $59.05 = $333,633 (total 9,464 shares; ~$562,473 proceeds)
- Price range note: the weighted-average price sale occurred in multiple trades at prices ranging $58.71–$59.38; the filer will provide a per-price breakdown on request (see footnote).
- Footnotes of interest:
- F1: Part of the activity was conducted under a Rule 10b5-1 trading plan adopted Sept 15, 2025.
- F2: Some shares were sold to cover statutory tax-withholding on vested RSUs (a mandatory "sell-to-cover," not a discretionary sale).
- F3: Weighted-average pricing and availability of detailed per-trade prices upon request.
- Shares owned after the transactions: not provided in the materials you supplied.
Context
A 10b5-1 plan indicates at least some trades were pre-arranged according to a set schedule/conditions, and a sell-to-cover is a common, non-discretionary transaction to satisfy tax withholdings on equity awards. These mechanics mean portions of the sales may not reflect the insider’s active decision to liquidate equity for other reasons.
Insider Transaction Report
- Sale
Class A Common Stock
[F1]2026-02-19$60.00/sh−3,814$228,840→ 85,466 total - Sale
Class A Common Stock
[F2][F3]2026-02-19$59.05/sh−5,650$333,633→ 79,816 total
Footnotes (3)
- [F1]This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 15, 2025.
- [F2]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.
- [F3]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.