Fukushima Ryan 4
4 · Tempus AI, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Tempus AI CEO Ryan Fukushima Sells Shares, Receives Award
What Happened
Ryan Fukushima, CEO of Tempus AI (TEM), had two related transactions: a sale of 9,592 shares on Feb 19, 2026 for a total of about $566,408, and an award/acquisition of 74,993 shares reported on Feb 20, 2026. The sale was a "sell-to-cover" to satisfy statutory tax withholding on vested restricted stock units and was required by the company's equity plan (not a discretionary sale). The award consists of 8,393 fully vested RSUs (2025 bonus) and 66,600 performance-based stock units (PSUs) certified as earned; the PSUs are scheduled to vest on Aug 15, 2026.
Key Details
- Transaction dates: Sale on 2026-02-19; Award reported 2026-02-20 (Period of Report: 2026-02-19). Filing date: 2026-02-20.
- Sale price: weighted average $59.05 per share (range $58.71–$59.38); total proceeds ≈ $566,408.
- Award: 74,993 shares acquired at $0.00 reported value (8,393 vested RSUs + 66,600 PSUs certified as earned). PSUs vest on 2026-08-15.
- Reason for sale: Sell-to-cover for tax withholding required by issuer's equity plan (footnote F1). Not a discretionary open-market sell.
- Shares owned after transaction: Not specified in the provided filing.
- Timeliness: Filed the next day (no late filing indicated).
Context
A sell-to-cover is a routine, mandatory sale to pay income taxes when equity vests and does not necessarily indicate the insider is reducing exposure by choice. The award reporting shows earned compensation (including PSUs certified by the board) rather than a new market purchase; such grants are common components of executive pay. For investors, purchases are generally a stronger signal of personal bullishness than required tax-withholding sales or non-cash awards.
Insider Transaction Report
- Sale
Class A Common Stock
[F1][F2]2026-02-19$59.05/sh−9,592$566,408→ 694,354 total - Award
Class A Common Stock
[F3]2026-02-20+74,993→ 769,347 total
- 148,808(indirect: By Spouse)
Class A Common Stock
Footnotes (3)
- [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 range set forth in this footnote.
- [F3]Represents (i) 8,393 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 66,600 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.