TEM COO reports large indirect disposals under spouse's 10b5-1 plan

Rhea-AI Filing Summary

Tempus AI, Inc. insider filings show that Chief Operating Officer Ryan Fukushima reported multiple dispositions of Class A common stock on 10/06/2025. The sales were executed under a Rule 10b5-1 plan adopted by the reporting person’s spouse on 03/04/2025, and the filing lists stacked disposals reducing several indirect holdings held by spouse, the Ryan Fukushima Irrevocable Family Trust, and directly by Mr. Fukushima. One line reports 839,180 shares sold in aggregate; other reported disposals show weighted-average prices of approximately $90.84, $91.95, and $92.96, with per-trade price ranges disclosed in the footnotes. The form is signed by an attorney-in-fact on 10/08/2025.

Positive

• Transactions executed under a Rule 10b5-1 plan, which can reduce regulatory timing risk
• Weighted-average prices disclosed with per-trade ranges provided for transparency

Negative

• Material share dispositions reported including an entry showing 839,180 shares sold
• Majority of sales are indirect, requiring follow-up to fully reconcile individual beneficial ownership levels

Insights

Corporate Governance Analyst

Insider sold substantial indirect holdings under a spouse's 10b5-1 plan.

The sales were executed under a Rule 10b5-1 trading arrangement adopted on 03/04/2025, which provides an affirmative defense for planned trades. The filing attributes multiple disposals to indirect holdings by spouse and an irrevocable family trust, indicating the reporting person did not effect the trades directly.

Key near-term items to monitor include any subsequent Form 4s that change beneficial ownership counts and whether additional 10b5-1 plan details are disclosed on or after 10/06/2025.

Insider Transactions Specialist

Sales show material share movement at weighted-average prices near $91–$93.

The disclosure lists weighted-average sale prices of $90.84, $91.95, and $92.96, with ranges provided in footnotes, and reports large share counts including 839,180 shares disposed. These are reported as indirect dispositions which may reflect estate or household liquidity rather than company-directed selling.

Watch for reconciliation of the post-transaction beneficial ownership totals and any additional filings that enumerate shares sold at each price within the disclosed ranges.

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).

X

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)
10/06/2025

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	10/06/2025		S(1)		715	D	$90.84(2)	134,285	I	By Spouse
Class A Common Stock	10/06/2025		S(1)		1,662	D	$91.95(3)	132,623	I	By Spouse
Class A Common Stock	10/06/2025		S(1)		2,623	D	$92.96(4)	130,000	I	By Spouse
Class A Common Stock								839,180	D
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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's spouse on March 4, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.35 to $91.32 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), (3) and (4).

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.40 to $92.35 inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.60 to $93.33 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	10/08/2025
	** 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 TEM insider Ryan Fukushima report on Form 4?

The filing reports multiple dispositions of Class A common stock on 10/06/2025, executed under a Rule 10b5-1 plan adopted by the reporting person’s spouse on 03/04/2025.

How many shares were sold according to the Form 4 for TEM?

The Form 4 lists several disposals, including an aggregate line showing 839,180 shares sold and other reductions resulting in various post-transaction beneficial ownership totals.

At what prices were the TEM shares sold?

The filing reports weighted-average sale prices of approximately $90.84, $91.95, and $92.96, with per-trade price ranges provided in footnotes.

Were these trades direct sales by the officer?

The reported dispositions are listed as indirect (by spouse and an irrevocable family trust), and the form states the trades were made pursuant to the spouse’s Rule 10b5-1 plan.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 10/08/2025.