Was the Andrew Polovin TEM share sale a discretionary sale?

The sale was not discretionary. Footnotes state it was mandated by Tempus AI’s equity plans as a “sell to cover” transaction, used solely to fund minimum statutory tax withholding obligations tied to vested restricted stock units rather than an elective open-market sale.

Tempus AI (TEM) legal chief’s non-discretionary tax sell-to-cover trade

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Tempus AI, Inc. executive Andrew Polovin, EVP and Chief Legal Officer, reported an automatic sale tied to equity compensation. On this Form 4, he sold 8,703 shares of Class A Common Stock at a weighted average price of $44.07 per share to cover statutory tax withholding for vested restricted stock units. The company’s equity plan requires this kind of “sell to cover” transaction, so the sale is not discretionary. After the sale, Polovin directly holds 128,215 shares of Tempus AI Class A Common Stock.

Insider Trade Summary

Net Seller: 8,703 shares ($383,541)

Net Sell 1 txn

Insider Polovin Andrew

Role EVP, Chief Legal Officer

Sold 8,703 shs ($384K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	8,703	$44.07	$384K

Holdings After Transaction: Class A Common Stock — 128,215 shares (Direct, null)

Footnotes (1)

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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.65 to $44.46 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.

Key Figures

Shares sold: 8,703 shares Weighted average sale price: $44.07 per share Post-transaction holdings: 128,215 shares +1 more

4 metrics

Shares sold 8,703 shares Class A Common Stock sold on May 19, 2026

Weighted average sale price $44.07 per share Open-market sale to cover tax withholding

Post-transaction holdings 128,215 shares Directly held Class A Common Stock after sale

Sale price range $43.65–$44.46 per share Multiple trades within this range as disclosed in footnote

Key Terms

restricted stock units, sell to cover, statutory tax withholding obligations, weighted average price

4 terms

restricted stock units financial

"in connection with the vesting of the restricted stock units"

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.

sell to cover financial

"to be funded by a "sell to cover" transaction"

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.

statutory tax withholding obligations financial

"to cover the statutory tax withholding obligations in connection"

weighted average price financial

"The price reported is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:05 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Polovin Andrew

(Last)

(First)

(Middle)

C/O TEMPUS AI, INC.

600 WEST CHICAGO AVENUE, SUITE 510

(Street)

CHICAGO

ILLINOIS

60654

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/19/2026		S⁽¹⁾		8,703	D	$44.07⁽²⁾	128,215	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.65 to $44.46 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.

	/s/ Andrew Polovin	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Tempus AI (TEM) report for Andrew Polovin?

Tempus AI reported that EVP and Chief Legal Officer Andrew Polovin sold 8,703 Class A shares. The shares were sold at a weighted average price of $44.07 to satisfy tax withholding obligations arising from the vesting of restricted stock units under the company’s equity plan.

How many Tempus AI (TEM) shares did Andrew Polovin sell and at what price?

Andrew Polovin sold 8,703 shares of Tempus AI Class A Common Stock. The filing reports a weighted average sale price of $44.07 per share, with individual trades executed in a price range from $43.65 to $44.46 inclusive, according to the footnote disclosure.

How many Tempus AI (TEM) shares does Andrew Polovin hold after the transaction?

Following the tax-related sale, Andrew Polovin directly holds 128,215 shares of Tempus AI Class A Common Stock. This post-transaction balance, disclosed in the Form 4, indicates he retains a substantial equity position after covering the statutory tax withholding obligations.

Why did Tempus AI’s equity plan require a sell-to-cover transaction for Andrew Polovin?

Tempus AI’s equity incentive plans allow tax withholding to be funded through mandated share sales. For Andrew Polovin, the company elected a sell-to-cover approach, requiring 8,703 shares to be sold to satisfy minimum statutory tax withholding upon the vesting of his restricted stock units.