Tempus AI officer sells 41,095 shares for taxes

Tempus AI, Inc. (TEM) reported that officer Ryan Fukushima, CEO, Data, had 41,095 shares of Class A Common Stock sold on 2026-08-18 in a broker transaction at a weighted average price of $49.61 per share.

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported that officer Ryan Fukushima, CEO, Data, had 41,095 shares of Class A Common Stock sold on 2026-08-18 in a broker transaction at a weighted average price of $49.61 per share. According to the company’s equity incentive plan, this was a mandatory “sell to cover” trade solely to satisfy minimum statutory tax withholding obligations arising from restricted stock unit vesting and is described as not a discretionary sale by the reporting person. Following this transaction, he held 562,463 shares directly, and a further 61,706 shares indirectly reported as held by his spouse.

Insider Trade Summary

Net Seller: 41,095 shares

Net Sell 2 txns

Insider Fukushima Ryan

Role CEO, Data

Sold 41,095 shs ($2.04M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	41,095	$49.61	$2.04M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 562,463 shares (Direct); Class A Common Stock — 61,706 shares (Indirect, By Spouse)

Footnotes (2)

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.

Key Figures

Shares sold: 41,095 shares of Class A Common Stock Weighted average sale price: $49.61 per share Sale price range: $49.35 to $49.99 per share +2 more

5 metrics

Shares sold 41,095 shares of Class A Common Stock Mandatory sell-to-cover transaction on 2026-08-18

Weighted average sale price $49.61 per share Average price for 41,095 shares sold on 2026-08-18

Sale price range $49.35 to $49.99 per share Range of prices for multiple transactions in the sale

Direct holdings after transaction 562,463 shares Direct Class A Common Stock ownership following the sale

Indirect holdings by spouse 61,706 shares Indirect ownership reported as held by spouse after transaction

Key Terms

sell to cover, statutory tax withholding obligations, weighted average price

3 terms

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

"shares required to be sold to cover the statutory tax withholding obligations"

weighted average price financial

"The price reported is a weighted average price. These shares were sold"

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Tempus AI (TEM) insider Ryan Fukushima report in this Form 4?

The filing reports that 41,095 shares of Tempus AI Class A Common Stock tied to Ryan Fukushima were sold on 2026-08-18 under a mandatory “sell to cover” arrangement to satisfy statutory tax withholding from RSU vesting, not as a discretionary sale.

How many Tempus AI (TEM) shares did Ryan Fukushima effectively sell and at what price?

The Form 4 reports a sale of 41,095 shares of Tempus AI Class A Common Stock at a weighted average price of $49.61 per share, with individual trades executed in a range from $49.35 to $49.99 per share.

Was the Tempus AI (TEM) Form 4 sale by Ryan Fukushima discretionary?

No. The filing states the sale was mandated by Tempus AI’s equity incentive plans as a “sell to cover” transaction to fund minimum statutory tax withholding obligations related to RSU vesting and does not represent a discretionary sale by Ryan Fukushima.

How many Tempus AI (TEM) shares does Ryan Fukushima hold after this transaction?

After the transaction, Ryan Fukushima is reported as holding 562,463 shares directly. In addition, 61,706 shares are reported as held indirectly by his spouse, according to the Form 4 holdings entries.

Does the Tempus AI (TEM) Form 4 mention a Rule 10b5-1 trading plan?

No. The Form 4 data indicate the Rule 10b5-1 checkbox is not affirmed. The footnote explains the sale arises from a plan-mandated “sell to cover” for tax withholding, rather than from a separately disclosed Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 09:00 PM Accepted by SEC EDGAR 08/20/2026 - 09:00 PM Learn about SEC filing dates

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^*

Fukushima Ryan

(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)
	CEO, Data

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/18/2026		S(1)		41,095	D	$49.61(2)	562,463	D
Class A Common Stock								61,706	I	By Spouse

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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.

	/s/ Andrew Polovin, Attorney-in-Fact	08/20/2026
	** 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)