Fukushima Ryan 4

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.