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Tempus AI (TEM) insider reports tax-related and 10b5-1 share sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported insider activity by its EVP and General Counsel, who filed a Form 4 for sales of Class A common stock on 11/18/2025 and 11/19/2025. Several small sale transactions are listed at weighted average prices ranging from about $64.72 to $69.41.

One block of shares was sold to cover statutory tax withholding tied to vesting of restricted stock units under the company’s equity incentive plans, described as a mandated “sell to cover” rather than a discretionary sale. Other sales on 11/19/2025 were executed under a Rule 10b5-1 trading plan adopted on August 12, 2025. After these transactions, the reporting officer directly beneficially owns 120,464 shares of Tempus AI Class A common stock.

Positive

  • None.

Negative

  • None.
Insider Polovin Andrew
Role EVP and General Counsel
Sold 11,592 shs ($776K)
Type Security Shares Price Value
Sale Class A Common Stock 828 $66.40 $55K
Sale Class A Common Stock 3,307 $67.90 $225K
Sale Class A Common Stock 2,052 $68.86 $141K
Sale Class A Common Stock 200 $69.41 $14K
Sale Class A Common Stock 3,578 $65.26 $234K
Sale Class A Common Stock 1,627 $66.15 $108K
Holdings After Transaction: Class A Common Stock — 126,023 shares (Direct)
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), (3), (5), (6), (7) and (8). 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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.94 to $66.93 inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.37 to $68.36 inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.38 to $69.37 inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.40 to $69.41 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).
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*
Polovin Andrew
(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)
EVP and General Counsel
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) 3,578 D $65.26(2) 128,478 D
Class A Common Stock 11/18/2025 S(1) 1,627 D $66.15(3) 126,851 D
Class A Common Stock 11/19/2025 S(4) 828 D $66.4(5) 126,023 D
Class A Common Stock 11/19/2025 S(4) 3,307 D $67.9(6) 122,716 D
Class A Common Stock 11/19/2025 S(4) 2,052 D $68.86(7) 120,664 D
Class A Common Stock 11/19/2025 S(4) 200 D $69.41(8) 120,464 D
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), (3), (5), (6), (7) and (8).
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.
4. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.94 to $66.93 inclusive.
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.37 to $68.36 inclusive.
7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.38 to $69.37 inclusive.
8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.40 to $69.41 inclusive.
/s/ Andrew Polovin 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Tempus AI (TEM) report in this Form 4?

The Form 4 reports that Tempus AI's EVP and General Counsel sold multiple small blocks of Class A common stock on 11/18/2025 and 11/19/2025 at various market prices.

Why were some Tempus AI (TEM) shares sold by the EVP and General Counsel?

A portion of the shares was sold to cover statutory tax withholding obligations arising from the vesting of restricted stock units, under a mandated “sell to cover” arrangement in the company’s equity incentive plans.

Were the Tempus AI (TEM) insider sales part of a Rule 10b5-1 plan?

Yes. The filing states that certain transactions on 11/19/2025 were made under a Rule 10b5-1 trading plan adopted by the reporting person on August 12, 2025.

What prices were Tempus AI (TEM) shares sold for in this Form 4?

The reported sales used weighted average prices, with transactions occurring in ranges such as $64.7216–$65.685, $65.78–$66.62, and up to $69.40–$69.41 per share.

How many Tempus AI (TEM) shares does the reporting officer still own?

After the reported transactions, the EVP and General Counsel is shown as directly beneficially owning 120,464 shares of Tempus AI Class A common stock.

Does this Tempus AI (TEM) Form 4 provide details on each sale price?

The filing discloses that prices are weighted averages and notes that full breakdowns of individual sale prices within each range will be provided upon request to the company, any security holder, or SEC staff.