[Form 4] Tempus AI, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ryan Fukushima, Chief Operating Officer and director of Tempus AI, Inc. (TEM), reported sales of Class A common stock on 08/19/2025 to satisfy tax withholding on vested restricted stock units. The filing shows a sell-to-cover disposition of 17,035 shares at a weighted-average price of $74.63 and an additional sale of 425 shares at $75.61. After these transactions, Fukushima directly beneficially owned 839,180 shares (the filing lists 839,605 following the first sale and 839,180 following the second). He also reports 131,893 shares held indirectly by the Ryan Fukushima Irrevocable Family Trust and 145,000 shares indirectly held by his spouse. The filing states the sales were mandated by the issuer’s equity plan to satisfy minimum statutory tax withholding and were not discretionary sales by the reporting person.

Positive

• Clear disclosure that sales were sell-to-cover for tax withholding, not discretionary sales
• Weighted-average price and price range provided, improving transparency
• Significant retained ownership after transactions (direct holdings remain above 839,000 shares)

Negative

• None.

Insights

Securities Analyst

TL;DR Insider sold a small portion of vested shares via mandated sell-to-cover; core ownership remains substantial.

The Form 4 documents routine sell-to-cover transactions tied to RSU vesting rather than discretionary trading. Total reported disposals equal 17,460 shares executed on 08/19/2025 at reported prices in a narrow range (~$74.36–$75.2673). The reporting person retains significant direct and indirect holdings: combined indirect holdings total 276,893 shares, and direct beneficial ownership remains above 839,000 shares after the transactions. For investors, this is a procedural liquidity event to satisfy tax obligations and does not, on its face, signal a change in insider conviction.

Corporate Governance Expert

TL;DR Transaction appears compliant and routine under the issuer’s equity plan; disclosures are clear about purpose and price range.

The filing explicitly states the sales were required by the company’s election to use sell-to-cover for RSU tax withholding and provides a weighted-average price plus the price range for the executed trades. The Form 4 is signed by an attorney-in-fact, indicating appropriate execution. There is no indication of other compensatory or suspicious activity in this filing. Documentation of indirect holdings (family trust and spouse) is properly disclosed, supporting transparency around beneficial ownership.

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
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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 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 Operating 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)		17,035	D	$74.63(2)	839,605	D
Class A Common Stock	08/19/2025		S(1)		425	D	$75.61	839,180	D
Class A Common Stock								131,893	I	By Ryan Fukushima Irrevocable Family Trust
Class A Common Stock								145,000	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 $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.

FAQ

What did Ryan Fukushima (TEM) sell on 08/19/2025?

He sold a total of 17,460 Class A common shares (17,035 and 425) as reported on the Form 4 filed for 08/19/2025.

Why were the shares sold according to the Form 4?

The filing states the sales were sell-to-cover transactions required to satisfy statutory tax withholding obligations on vested restricted stock units and were not discretionary sales.

At what prices were the shares sold?

The filing reports a weighted-average price of $74.63 for the larger block and $75.61 for the smaller block; the larger block traded across a range of $74.36–$75.2673.

How many shares does Fukushima beneficially own after these transactions?

The Form 4 lists direct beneficial ownership of 839,180 shares following the reported transactions, plus 131,893 shares held by his Irrevocable Family Trust and 145,000 held by his spouse.

Does the Form 4 show any option or derivative transactions?

No. Table II for derivative securities contains no reported transactions in this filing.