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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 715 | $90.84 | $65K |
| Sale | Class A Common Stock | 1,662 | $91.95 | $153K |
| Sale | Class A Common Stock | 2,623 | $92.96 | $244K |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's spouse on March 4, 2025. 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). 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. 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.
