[Form 4] Tempus AI, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) insider sale recorded by CFO James W. Rogers: The filing reports routine "sell-to-cover" sales tied to the vesting of restricted stock units, where 7,345 shares were sold at a weighted average price of $74.63 to satisfy tax withholding and an additional 183 shares were sold at $75.61. After these transactions the reporting person beneficially owned 138,656 shares following the larger sale and 138,473 shares following the second sale. The filing states the first price is a weighted average across multiple trade prices.

Insights

Financial Analyst

TL;DR: Routine tax-related disposition; sales are non-discretionary and modest relative to total reported holdings.

The transactions are identified as "sell-to-cover" related to RSU vesting, meaning shares were sold solely to satisfy statutory tax withholding rather than as an active cash liquidity or reallocation decision by the officer. The filing shows 7,528 total shares disposed and provides weighted average pricing for the larger block. For investors this is neutral: it does not indicate insider-led diversification or a change in company view, but does reduce the officer's reported stake by the disclosed amounts.

Corporate Governance Expert

TL;DR: Compliance-driven transactions consistent with equity plan requirements; disclosure appears complete for reported items.

The Form 4 explains the issuer's plan-mandated sell-to-cover to satisfy tax withholding on RSU vesting and discloses the weighted-average price range for the sales. The inclusion of both amounts sold and shares beneficially owned after the transactions aligns with Section 16 reporting expectations. No discretionary sales or other arrangements are reported, so governance implications are limited to routine equity compensation execution and transparent disclosure.

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
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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^*

Rogers James William

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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	08/19/2025		S(1)		7,345	D	$74.63(2)	138,656	D
Class A Common Stock	08/19/2025		S(1)		183	D	$75.61	138,473	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 $74.36 to $75.2673 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 range set forth in this footnote.

	/s/ Andrew Polovin, Attorney-in-Fact	08/21/2025
	** 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 CFO James W. Rogers sell in the Form 4 for TEM?

He sold 7,345 shares in a weighted-average transaction and 183 shares in a separate transaction, both attributable to RSU vesting tax withholding.

Why were the shares sold according to the Form 4?

The filing states the sales were "sell-to-cover" transactions required by the issuer's equity plan to satisfy statutory tax withholding on vested restricted stock units.

At what prices were the TEM shares sold?

The larger block had a weighted-average price of $74.63 (individual trades ranged from $74.36 to $75.2673) and the smaller block was sold at $75.61.

How many TEM shares did the reporting person own after the transactions?

After the 7,345-share sale the filing reports 138,656 shares beneficially owned; after the 183-share sale it reports 138,473 shares beneficially owned.

Do these Form 4 sales indicate discretionary insider selling?

No; the filing explicitly states the sales were mandated by the issuer's election to satisfy tax withholding on RSU vesting and not discretionary sales by the reporting person.

Is more granular pricing information available for the weighted-average sale?

The filer offers to provide detailed breakdowns on request to the issuer, any security holder, or the SEC staff as stated in the footnote.