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Tempus AI (TEM) CFO unloads 48,842 shares via tax cover and plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported that Chief Financial Officer James William Rogers disclosed two sales of Class A Common Stock. On August 18, 2026, he sold 22,529 shares at a weighted average price of $49.61 in a mandated "sell to cover" transaction to satisfy statutory tax withholding on RSU vesting, which the company notes was not a discretionary sale. On August 19, 2026, he sold 26,313 shares at $60.00 per share in open-market transactions made pursuant to a Rule 10b5-1 trading plan adopted on September 11, 2025. In total, 48,842 shares were sold across the two days.

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Insider Rogers James William
Role Chief Financial Officer
Sold 48,842 shs ($2.70M)
Type Security Shares Price Value
Sale Class A Common Stock F3 26,313 $60.00 $1.58M
Sale Class A Common Stock F1, F2 22,529 $49.61 $1.12M
Holdings After Transaction: Class A Common Stock — 106,024 shares (Direct)
Footnotes (3)
  1. 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.
  2. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.35 to $49.99 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.
  3. F3. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2025.
Shares sold (tax withholding) 22,529 shares Class A Common Stock sold on August 18, 2026 to cover statutory tax withholding obligations
Weighted average sale price (tax withholding sale) $49.61 per share August 18, 2026 sell-to-cover transaction; trades ranged from $49.35 to $49.99
Price range for August 18, 2026 sales $49.35 to $49.99 per share Multiple trades comprising the 22,529-share sell-to-cover transaction
Shares sold under Rule 10b5-1 plan 26,313 shares Class A Common Stock sold on August 19, 2026 pursuant to a Rule 10b5-1 trading plan
Sale price under Rule 10b5-1 plan $60.00 per share August 19, 2026 open-market sale of 26,313 shares
Total shares sold in reported period 48,842 shares Net shares sold by the CFO across both August 18 and 19, 2026 transactions
Rule 10b5-1 plan adoption date September 11, 2025 Adoption date of the trading plan governing the August 19, 2026 sale
Rule 10b5-1 trading plan regulatory
"This transaction was made pursuant to a Rule 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
sell to cover financial
"to be funded by a "sell to cover" transaction and does not represent"
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
"sold to cover the statutory tax withholding obligations in connection"
weighted average price financial
"The price reported is a weighted average price. These shares were"
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.

FAQ

What insider transactions did Tempus AI (TEM) disclose in this Form 4?
Tempus AI disclosed that CFO James William Rogers reported two sales of Class A Common Stock totaling 48,842 shares on August 18 and 19, 2026, at weighted average and fixed prices of $49.61 and $60.00 per share, respectively.

How many Tempus AI (TEM) shares did the CFO sell to cover taxes?
On August 18, 2026, the CFO sold 22,529 shares of Tempus AI Class A Common Stock in a mandated "sell to cover" transaction to satisfy statutory tax withholding obligations related to RSU vesting, at a weighted average price of $49.61 per share.

What price range applied to the August 18, 2026 Tempus AI (TEM) share sales?
For the August 18, 2026 transaction of 22,529 shares, the CFO reported a weighted average price of $49.61 per share, with the shares sold in multiple trades at prices ranging from $49.35 to $49.99 inclusive.

Was the August 18, 2026 Tempus AI (TEM) sale discretionary?
No. The filing states the 22,529-share sale on August 18, 2026 was required to cover statutory tax withholding obligations under Tempus AI’s equity incentive plans and "does not represent a discretionary sale" by the CFO.

Was the August 19, 2026 Tempus AI (TEM) sale under a Rule 10b5-1 plan?
Yes. The filing states the 26,313-share sale on August 19, 2026 at $60.00 per share was made pursuant to a Rule 10b5-1 trading plan adopted by the CFO on September 11, 2025.

How many Tempus AI (TEM) shares did the CFO sell in total in this Form 4?
Across both reported transactions, the CFO sold a total of 48,842 shares of Tempus AI Class A Common Stock, combining 22,529 shares sold to cover tax withholding and 26,313 shares sold under a Rule 10b5-1 trading plan.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
X
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*
Rogers James William
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/18/2026S(1)22,529D$49.61(2)132,337D
Class A Common Stock08/19/2026S(3)26,313D$60106,024D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 $49.35 to $49.99 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.
3. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2025.
/s/ Andrew Polovin, Attorney-in-Fact08/20/2026
** Signature of Reporting PersonDate
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