Phelps Erik 4

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.