=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-19
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Tempus AI, Inc. (TEM)
CIK: 0001717115
--- Reporting Owner ---
Name: Polovin Andrew
CIK: 0002024169
Role: Officer (EVP, Chief Legal Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-02-19 | Code: S (Open market sale)
Shares: -8,143 | Price: $59.05
Total Value: $480,844.15
Shares Owned After: 99,447 | Ownership: D (Direct)
Footnotes:
[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 ranges set forth in footnotes (2) and (5).
[Transaction #2]
Security: Class A Common Stock
Date: 2026-02-20 | Code: A (Grant or award)
Shares: +38,420 | Price: $0.00
Shares Owned After: 137,867 | Ownership: D (Direct)
Footnotes:
[F3] Represents (i) 5,120 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-02-20 | Code: S (Open market sale)
Shares: -10,849 | Price: $60.30
Total Value: $654,194.70
Shares Owned After: 127,018 | Ownership: D (Direct)
Footnotes:
[F4] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025.
[F5] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.71 to $60.645 inclusive.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-02-20 | Code: S (Open market sale)
Shares: -100 | Price: $60.97
Total Value: $6,097.00
Shares Owned After: 126,918 | Ownership: D (Direct)
Footnotes:
[F4] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025.
--- Footnotes (Complete Index) ---
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 ranges set forth in footnotes (2) and (5).
F3: Represents (i) 5,120 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.
F4: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025.
F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.71 to $60.645 inclusive.
--- Signature ---
/s/ /s/ Andrew Polovin (2026-02-20)
