Rogers James William 4
4 · Tempus AI, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Tempus (TEM) CFO James Rogers Sells Shares; Receives RSU/PSU Award
What Happened
James William Rogers, Chief Financial Officer of Tempus AI, sold 10,084 shares in an open-market/private sale on Feb 19, 2026 for a weighted average price of $59.05, generating proceeds of $595,460. On Feb 20, 2026 he was reported as acquiring 37,496 shares as awards (no cash cost), consisting of 4,196 fully vested restricted stock units (RSUs) and 33,300 performance stock units (PSUs) that were certified as earned and will vest on Aug 15, 2026.
Key Details
- Sale: 10,084 shares on 2026-02-19 at a weighted avg price $59.05; total proceeds ≈ $595,460. Reported sale prices ranged from $58.71 to $59.38. (F2)
- Award/Grant: 37,496 shares reported on 2026-02-20 at $0.00 value, comprised of 4,196 fully vested RSUs (2025 bonus) and 33,300 PSUs certified as earned; PSUs vest on 2026-08-15. (F3)
- Tax withholding: The sale was a mandatory "sell to cover" to satisfy statutory tax withholding on vesting and was not a discretionary sale by the CFO. (F1)
- Shares owned following the transactions: not stated in the provided filing summary.
- Filing timeliness: Filing dated 2026-02-20 covering transactions on 2026-02-19 and 2026-02-20 — no late filing indicated in the provided information.
Context
"Sell to cover" transactions are routine tax-withholding sales tied to equity vesting and do not necessarily indicate the insider's view on the stock. The PSU portion was certified as earned by the board and will vest later (Aug 15, 2026), while a portion of the award (the RSUs) was fully vested and available now.
Insider Transaction Report
- Sale
Class A Common Stock
[F1][F2]2026-02-19$59.05/sh−10,084$595,460→ 101,166 total - Award
Class A Common Stock
[F3]2026-02-20+37,496→ 138,662 total
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) 4,196 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 33,300 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.