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Tempus AI, Inc. (TEM) executive sells 1,904 shares to cover RSU taxes

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

Rhea-AI Filing Summary

Tempus AI, Inc. Chief Accounting Officer Ryan M. Bartolucci reported selling 1,904 shares of Class A Common Stock on August 19, 2025 in two sales at $74.63 and $75.61 per share. A footnote explains the shares were sold to cover statutory tax withholding on vested restricted stock units under a mandated “sell to cover” arrangement, not a discretionary sale. After these sales he holds 45,895 shares directly; the trades occurred within a price range of $74.36–$75.2673.

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 — 45,895 shares (Direct)
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 $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.
Shares sold 1,904 shares Total Class A Common Stock sold on August 19, 2025
Sale price tranche 1 $74.63 per share Price for 1,858-share sale of Class A Common Stock
Sale price tranche 2 $75.61 per share Price for 46-share sale of Class A Common Stock
Trading price range $74.36–$75.2673 Range of prices across multiple sale transactions
Post-transaction holdings 45,895 shares Direct holdings of Class A Common Stock after reported sales
Transaction date 2025-08-19 Date of reported share sales
restricted stock units financial
"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 financial
"cover the statutory tax withholding obligations"
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.
equity incentive plans financial
"Issuer's election under its equity incentive plans"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

What insider stock sale did Tempus AI (TEM) report in this Form 4?

Tempus AI disclosed that Chief Accounting Officer Ryan M. Bartolucci sold 1,904 shares of Class A Common Stock on August 19, 2025. The sale covered statutory tax withholding on vested restricted stock units under a mandated “sell to cover” arrangement rather than a discretionary share sale.

How many Tempus AI (TEM) shares did Ryan Bartolucci sell and at what prices?

Bartolucci sold 1,858 shares at $74.63 per share and 46 shares at $75.61 per share, totaling 1,904 shares. A footnote notes these shares were sold in multiple transactions within a broader price range of $74.36–$75.2673.

Were the Tempus AI (TEM) insider share sales discretionary trades?

No. A footnote states the 1,904 shares sold represent shares required to cover statutory tax withholding on vested restricted stock units. The sale was mandated by the company’s equity incentive plans as a “sell to cover” transaction, not a discretionary trade by Bartolucci.

How many Tempus AI (TEM) shares does Ryan Bartolucci own after the sale?

After the reported sell-to-cover transactions, Chief Accounting Officer Ryan M. Bartolucci directly holds 45,895 shares of Tempus AI Class A Common Stock. This post-transaction holding reflects his remaining equity position following the 1,904-share sale to fund tax obligations.

What price range did Tempus AI (TEM) shares trade in during the reported sale?

A footnote indicates the shares were sold in multiple transactions at prices ranging from $74.36 to $75.2673, inclusive. The Form 4 reports specific sale prices of $74.63 and $75.61 per share within that overall trading range.

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

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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