Tempus AI Form 4: COO reports automatic RSU tax share sales

Rhea-AI Filing Summary

Tempus AI, Inc. officer trading disclosure: Chief Operating Officer Ryan Fukushima reported automatic sales of Class A common stock on 11/18/2025. A total of 6,942 shares and 3,157 shares were sold in two transactions to satisfy statutory tax withholding obligations tied to vesting restricted stock units, under a mandated “sell to cover” arrangement rather than a discretionary sale. The weighted average sale prices were $65.26 and $66.15, respectively.

After these transactions, Fukushima beneficially owns 829,081 Class A shares directly, plus 125,000 shares held indirectly by a spouse and 131,893 shares held indirectly through the Ryan Fukushima Irrevocable Family Trust.

Insider Trade Summary

Net Seller: 10,099 shares ($661,870)

Net Sell 4 txns

Insider Fukushima Ryan

Role Chief Operating Officer

Sold 10,099 shs ($662K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	6,942	$65.26	$453K
Sale	Class A Common Stock	3,157	$66.15	$209K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 832,238 shares (Direct); Class A Common Stock — 125,000 shares (Indirect, By Spouse)

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 $64.7216 to $65.685 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 ranges set forth in footnotes (2) and (3). The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.62 inclusive.

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^*

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)
11/18/2025

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	11/18/2025		S(1)		6,942	D	$65.26(2)	832,238	D
Class A Common Stock	11/18/2025		S(1)		3,157	D	$66.15(3)	829,081	D
Class A Common Stock								125,000	I	By Spouse
Class A Common Stock								131,893	I	By Ryan Fukushima Irrevocable Family Trust

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 $64.7216 to $65.685 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 ranges set forth in footnotes (2) and (3).

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.62 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	11/20/2025
	** 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 does Tempus AI (TEM) Form 4 report for the COO?

The Form 4 reports that Tempus AI Chief Operating Officer Ryan Fukushima sold Class A common stock on 11/18/2025 in transactions related to tax withholding from vested restricted stock units.

How many Tempus AI (TEM) shares did the COO sell on 11/18/2025?

Ryan Fukushima reported selling 6,942 Class A shares and 3,157 Class A shares on 11/18/2025, in two separate transactions.

Why were Tempus AI (TEM) shares sold by the COO in this Form 4?

The filing states the shares were sold to cover statutory tax withholding obligations triggered by the vesting of restricted stock units under a required “sell to cover” arrangement, not as a discretionary sale.

What prices were received for the Tempus AI (TEM) shares sold?

The $65.26 and $66.15 prices are weighted averages. The shares tied to these prices were sold in multiple trades ranging from $64.7216 to $65.685 and from $65.78 to $66.62, respectively.

How many Tempus AI (TEM) shares does the COO still own after these sales?

Following the reported transactions, Ryan Fukushima holds 829,081 Class A shares directly, 125,000 shares indirectly through a spouse, and 131,893 shares indirectly via the Ryan Fukushima Irrevocable Family Trust.

Is this Tempus AI (TEM) Form 4 filed for one reporting person or a group?

The Form 4 is indicated as being filed by one reporting person, covering the transactions and holdings of Chief Operating Officer Ryan Fukushima.