Tempus AI (TEM) exec's $2.1M stock sale tied to tax withholding
Rhea-AI Filing Summary
Tempus AI, Inc. (TEM) received a Rule 144 notice from officer Ryan Fukushima covering potential sales of its Class A common stock. The notice relates to 41,095 shares, with an indicated aggregate market value of $2,122,145.80 and shows 175,390,967 shares of Class A common stock outstanding. The filing lists underlying awards including Restricted Stock Units and Performance Stock Units granted between 2022 and 2026. Disclosed sales during the past three months under 10b5-1 plans for another participant, Vanessa Kubo, total several tranches of Class A common stock. Tempus AI states the reported sales are mandated "sell to cover" transactions under its equity incentive plan to satisfy tax withholding obligations and are not discretionary trades by the reporting person.
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Key Figures
Shares to be sold under Rule 144: 41,095 shares
Aggregate market value of shares: $2,122,145.80
Shares outstanding: 175,390,967 shares
+3 more
6 metrics
Shares to be sold under Rule 144
41,095 shares
Class A common stock covered by the notice
Aggregate market value of shares
$2,122,145.80
Value of 41,095 shares of Class A common stock covered
Shares outstanding
175,390,967 shares
Class A common stock outstanding as reported in the notice
Approximate date of sale
08/18/2026
Proposed date for Rule 144 sale
10b5-1 sale on 07/08/2026
33,284 shares; $1,910,172.09
Class A common stock sold for Vanessa Kubo under 10b5-1
10b5-1 sale on 08/03/2026
23,818 shares; $1,100,036.71
Class A common stock sold for Vanessa Kubo under 10b5-1
Key Terms
Rule 144, 10b5-1, Restricted Stock Units, Performance Stock Units, +2 more
6 terms
Rule 144 regulatory
"See the definition of "person" in paragraph (a) of Rule 144."
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
10b5-1 regulatory
"10b5-1 Sales for VANESSA KUBO 600 West Chicago Avenue"
A 10b5-1 plan is a pre-set schedule that lets company insiders buy or sell shares according to written instructions made when they do not possess material, nonpublic information. Think of it as a timed automatic payment for stock trades: it helps insiders avoid accusations of trading on secret information and gives outside investors a clearer signal about whether sales are routine or potentially informative about the company’s prospects.
Restricted Stock Units financial
"Class A Common Stock | 01/03/2022 | Restricted Stock Units | Issuer"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Stock Units financial
"Class A Common Stock | 08/07/2026 | Performance Stock Units | Issuer"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
equity incentive plan financial
"by the Issuer's election under its equity incentive plan to require"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
sell to cover financial
"obligation to be funded by sell to cover transactions and do not"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
FAQ
What does the Form 144 filing for Tempus AI (TEM) by Ryan Fukushima disclose?
It discloses a planned Rule 144 sale notice for 41,095 shares of Tempus AI Class A common stock. The company explains these sales are mandated "sell to cover" transactions under its equity incentive plan to satisfy tax withholding obligations.
What types of equity awards underlie the Tempus AI (TEM) Form 144 for Ryan Fukushima?
The filing lists Restricted Stock Units granted on several dates from 2022 to 2024 and Performance Stock Units dated 08/07/2026. These equity awards give rise to shares that may be sold pursuant to the Rule 144 notice.
Are the Tempus AI (TEM) sales in this Form 144 discretionary trades by Ryan Fukushima?
No. Tempus AI states the sales are mandated by its equity incentive plan to satisfy tax withholding via "sell to cover" transactions. The company specifies that these do not represent discretionary trades by the reporting person.
What is the approximate date of sale indicated in the Tempus AI (TEM) Form 144?
The notice indicates an approximate sale date of 08/18/2026 for the shares covered. This is the date associated with the proposed Rule 144 disposition of Tempus AI Class A common stock listed in the filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
