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Tempus AI (TEM) exec’s 17K share sale blends taxes and 10b5-1 plan

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

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported that Thomas Edward Schoenherr, CEO, Diagnostics, sold an aggregate of 17,314 shares of Class A Common Stock in seven open-market transactions on August 18–19, 2026. One block of 9,232 shares on August 18, 2026 was sold to cover minimum statutory tax withholding obligations upon vesting of restricted stock units and is described as not a discretionary sale. The August 19, 2026 sales were executed under a Rule 10b5-1 trading plan adopted on March 3, 2026.

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Insider Schoenherr Thomas Edward
Role CEO, Diagnostics
Sold 17,314 shs ($930K)
Type Security Shares Price Value
Sale Class A Common Stock F3, F4 3,094 $55.97 $173K
Sale Class A Common Stock F3 100 $56.47 $6K
Sale Class A Common Stock F3, F5 500 $57.94 $29K
Sale Class A Common Stock F3, F6 2,994 $59.97 $180K
Sale Class A Common Stock F3, F7 900 $60.45 $54K
Sale Class A Common Stock F3, F8 494 $61.23 $30K
Sale Class A Common Stock F1, F2 9,232 $49.61 $458K
Holdings After Transaction: Class A Common Stock — 89,715 shares (Direct)
Footnotes (8)
  1. F1. 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. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.35 to $49.99 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), (4), (5), (6), (7) and (8).
  3. F3. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
  4. F4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.38 to $56.01 inclusive.
  5. F5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.51 to $58.26 inclusive.
  6. F6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.05 to $60.04 inclusive.
  7. F7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.08 to $60.77 inclusive.
  8. F8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.16 to $61.25 inclusive.
Total shares sold 17,314 shares Aggregate shares sold across all reported transactions
Number of sale transactions 7 transactions Count of reported sales of Class A Common Stock
Largest single block sold 9,232 shares Shares sold on August 18, 2026 to cover tax withholding
Weighted average price on Aug. 18, 2026 $49.61 per share 9,232-share sale; trades ranged from $49.35 to $49.99 inclusive
Reported sale prices on Aug. 19, 2026 $55.97–$61.23 per share Weighted average prices across six sales on August 19, 2026
Rule 10b5-1 plan adoption date March 3, 2026 Plan under which the August 19, 2026 sales were executed
Rule 10b5-1 trading plan regulatory
"This transaction was made pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
restricted stock units financial
"in connection with the vesting of the restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
statutory tax withholding obligations financial
"sold to cover the statutory tax withholding obligations"
weighted average price financial
"The price reported is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

What did Tempus AI (TEM) disclose about Thomas Schoenherr’s recent stock transactions?
Tempus AI disclosed that Thomas Edward Schoenherr, CEO, Diagnostics, reported seven sales of Class A Common Stock totaling 17,314 shares on August 18–19, 2026, including one tax-withholding-related sale and several sales under a Rule 10b5-1 trading plan.

How many Tempus AI (TEM) shares did Thomas Schoenherr sell in this Form 4?
Thomas Edward Schoenherr reported selling a total of 17,314 shares of Tempus AI Class A Common Stock, according to the transaction summary in the Form 4 filing.

Were Thomas Schoenherr’s Tempus AI (TEM) stock sales made under a Rule 10b5-1 plan?
The filing states that the August 19, 2026 transactions were made pursuant to a Rule 10b5-1 trading plan adopted on March 3, 2026. The August 18, 2026 tax-withholding sale is not described as being under this plan.

What was the purpose of the 9,232-share sale reported for Tempus AI (TEM)?
A sale of 9,232 shares of Tempus AI Class A Common Stock on August 18, 2026 is described as covering statutory tax withholding obligations related to vesting restricted stock units and is stated not to represent a discretionary sale by the reporting person.

At what prices were Thomas Schoenherr’s Tempus AI (TEM) shares sold?
Reported weighted average prices for the transactions range from $49.61 per share on August 18, 2026 to between approximately $55.97 and $61.23 per share on August 19, 2026, with footnotes noting that each weighted price reflects multiple sales within specified price ranges.

Does the Form 4 state how many Tempus AI (TEM) shares Thomas Schoenherr owns after these sales?
No post-transaction holdings are reported in the provided data; the fields for shares owned following each transaction are shown as null in the Form 4’s structured information.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Schoenherr Thomas Edward
(Last)(First)(Middle)
C/O TEMPUS AI, INC.
600 WEST CHICAGO AVENUE, SUITE 510
(Street)
CHICAGO ILLINOIS 60654
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO, Diagnostics
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/18/2026S(1)9,232D$49.61(2)97,797D
Class A Common Stock08/19/2026S(3)3,094D$55.97(4)94,703D
Class A Common Stock08/19/2026S(3)100D$56.4794,603D
Class A Common Stock08/19/2026S(3)500D$57.94(5)94,103D
Class A Common Stock08/19/2026S(3)2,994D$59.97(6)91,109D
Class A Common Stock08/19/2026S(3)900D$60.45(7)90,209D
Class A Common Stock08/19/2026S(3)494D$61.23(8)89,715D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $49.35 to $49.99 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), (4), (5), (6), (7) and (8).
3. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.38 to $56.01 inclusive.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.51 to $58.26 inclusive.
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.05 to $60.04 inclusive.
7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.08 to $60.77 inclusive.
8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.16 to $61.25 inclusive.
/s/ Andrew Polovin, Attorney-in-Fact08/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR