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Tempus AI (TEM) insider sells RSUs to cover taxes; 1,904 shares disposed

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reporting person Ryan M. Bartolucci, Chief Accounting Officer, executed mandatory "sell to cover" transactions on 08/19/2025 to satisfy statutory tax withholding tied to RSU vesting. The Form 4 shows disposals of 1,858 shares at a weighted-average price of $74.63 (range $74.36–$75.2673) and 46 shares at $75.61. Following these transactions the reported beneficial holdings are 45,941 and 45,895 shares respectively. The filer states the sales were required by the issuer’s equity plan and are not discretionary; additional breakdowns of per-trade quantities and prices are available on request.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Officer sold shares to cover RSU tax withholding; transactions were mandated and disclosed on Form 4.

The Form 4 discloses non-discretionary "sell to cover" disposals tied to RSU vesting on 08/19/2025. The sales total 1,904 shares executed at a reported weighted-average price of roughly $74.63 and $75.61 across multiple trades. Because the filer identifies these as mandatory withholding sales under the issuer’s plan, they do not necessarily reflect a change in insider sentiment. The filing provides a price range and offers to furnish per-trade detail to regulators or holders, which supports transparency.

TL;DR: Routine equity compensation mechanics disclosed; no discretionary insider selling reported.

The disclosure clearly states these transactions were executed solely to satisfy statutory tax withholding on vested restricted stock units, referencing the issuer’s election to require "sell to cover." The Form 4 lists the exact amounts disposed and remaining beneficial ownership figures and includes a weighted-average sale price plus the price range. This filing meets Section 16 disclosure requirements and documents an administrative equity-plan action rather than an opportunistic sale.

Insider Bartolucci Ryan M
Role Chief Accounting Officer
Sold 1,904 shs ($142K)
Type Security Shares Price Value
Sale Class A Common Stock 1,858 $74.63 $139K
Sale Class A Common Stock 46 $75.61 $3K
Holdings After Transaction: Class A Common Stock — 45,941 shares (Direct)
Footnotes (1)
  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 $74.36 to $75.2673 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Bartolucci Ryan M
(Last) (First) (Middle)
C/O TEMPUS AI, INC.
600 WEST CHICAGO AVENUE, SUITE 510
(Street)
CHICAGO IL 60654
(City) (State) (Zip)
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)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 08/19/2025 S(1) 1,858 D $74.63(2) 45,941 D
Class A Common Stock 08/19/2025 S(1) 46 D $75.61 45,895 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)
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 $74.36 to $75.2673 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 08/21/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Ryan M. Bartolucci report on the Form 4 for TEM?

The Form 4 reports mandatory "sell to cover" disposals of 1,858 shares at a weighted-average price of $74.63 and 46 shares at $75.61 on 08/19/2025.

Were the sales by the reporting person discretionary?

No. The filing states the sales were required to satisfy statutory tax withholding obligations under the issuer’s equity incentive plan and were not discretionary.

How many shares did the reporting person beneficially own after the transactions?

The Form 4 shows reported beneficial ownership of 45,941 shares and 45,895 shares following the reported transactions.

What price range covered the reported sales?

The filing discloses the sales occurred at prices ranging from $74.36 to $75.2673, with a weighted-average price reported for one lot at $74.63.

When were the transactions executed?

The transactions occurred on 08/19/2025.