Tempus AI (TEM) executive logs 13,550-share tax sell-to-cover transaction

Rhea-AI Filing Summary

Tempus AI, Inc. executive Fukushima Ryan, who serves as CEO, Data, reported an open-market sale of 13,550 shares of Class A Common Stock at a weighted average price of $44.07 per share. According to the footnotes, this transaction was a mandated “sell to cover” to satisfy statutory tax withholding obligations arising from the vesting of restricted stock units, and is not a discretionary sale. Following the transaction, he holds 603,558 shares directly and an additional 211,047 shares indirectly through his spouse.

Insider Trade Summary

Net Seller: 13,550 shares ($597,149)

Net Sell 2 txns

Insider Fukushima Ryan

Role CEO, Data

Sold 13,550 shs ($597K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	13,550	$44.07	$597K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 603,558 shares (Direct, null); Class A Common Stock — 211,047 shares (Indirect, By Spouse)

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 $43.65 to $44.46 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.

Key Figures

Shares sold: 13,550 shares Weighted average sale price: $44.07 per share Direct holdings after transaction: 603,558 shares +2 more

5 metrics

Shares sold 13,550 shares Open-market sale to cover tax withholding

Weighted average sale price $44.07 per share Class A Common Stock sale

Direct holdings after transaction 603,558 shares Class A Common Stock held directly post-sale

Indirect holdings by spouse 211,047 shares Class A Common Stock held indirectly through spouse

Sale price range $43.65–$44.46 per share Range of multiple execution prices

Key Terms

restricted stock units, statutory tax withholding obligations, sell to cover, weighted average price

4 terms

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

"required to be sold to cover the statutory tax withholding obligations"

sell to cover financial

"to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

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.

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).

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Data

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/19/2026		S(1)		13,550	D	$44.07(2)	603,558	D
Class A Common Stock								211,047	I	By Spouse

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 $43.65 to $44.46 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	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Tempus AI (TEM) executive Fukushima Ryan report in this Form 4?

Fukushima Ryan reported the sale of 13,550 shares of Tempus AI Class A Common Stock at a weighted average price of $44.07 per share. The filing also shows his updated direct and indirect share holdings after this tax-related transaction.

Why were shares of Tempus AI (TEM) sold in Fukushima Ryan’s latest filing?

The shares were sold to cover statutory tax withholding obligations triggered by the vesting of restricted stock units. The company’s equity plans require a mandated “sell to cover” transaction, so this sale is described as non-discretionary by the reporting person.

How many Tempus AI (TEM) shares did Fukushima Ryan sell and at what price?

He sold 13,550 shares of Tempus AI Class A Common Stock at a weighted average price of $44.07 per share. Footnotes indicate the actual trades occurred between $43.65 and $44.46 across multiple executions on the transaction date.

How many Tempus AI (TEM) shares does Fukushima Ryan hold after this transaction?

After the reported sale, he holds 603,558 shares of Class A Common Stock directly. The filing also lists an additional 211,047 shares held indirectly through his spouse, reflecting total reported exposure split between direct and indirect ownership.

Was Fukushima Ryan’s Tempus AI (TEM) share sale part of a tax-related ‘sell to cover’?

Yes. The footnotes state the sale represents shares required to be sold to cover minimum statutory tax withholding tied to restricted stock unit vesting. It specifies the transaction is mandated under equity plan rules rather than a discretionary market sale.

How is the sale price range described in Fukushima Ryan’s Tempus AI (TEM) Form 4?

The filing reports a weighted average price of $44.07 per share, with individual trades executed between $43.65 and $44.46. The reporting person offers to provide detailed trade-level pricing information to the company, shareholders, or regulators upon request.