TEM Form 4: Ryan Fukushima Sells RSU Shares via Sell-to-Cover on 08/19/2025
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 17,035 | $74.63 | $1.27M |
| Sale | Class A Common Stock | 425 | $75.61 | $32K |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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.
