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

Rhea-AI Filing Summary

Andrew Polovin, EVP and General Counsel of Tempus AI, Inc. (TEM), reported sales of Class A common stock on 08/19/2025 to satisfy tax withholding on vested restricted stock units. The filing shows a sell-to-cover of 5,266 shares at a weighted-average price of $74.63 (individual trade prices ranged from $74.36 to $75.2673) and a separate sale of 132 shares at $75.61. After these mandated sales, the reporting person beneficially owned 132,056 shares. The Form 4 states the sales were required by the issuer's equity plan and were not discretionary trades by the reporting person.

Positive

• Transparent disclosure of the sell-to-cover transactions and weighted-average pricing, including the trade price range
• Sales were non-discretionary and mandated by the issuer's equity plan to satisfy tax withholding, as stated in the filing
• Form 4 properly executed and includes explanatory footnotes and signature by attorney-in-fact

Negative

• Insider ownership decreased to 132,056 shares following the transactions
• Multiple sales occurred over a price range, which may complicate precise per-trade analysis without additional breakdown

Insights

Securities Analyst

TL;DR: Routine sell-to-cover transactions by an executive to satisfy tax withholding; no discretionary insider selling was reported.

The reported transactions on 08/19/2025 are described as mandated "sell-to-cover" sales tied to RSU vesting. The larger block of 5,266 shares was sold at a weighted-average $74.63 (range $74.36–$75.2673), with an additional 132-share sale at $75.61. These details indicate the disposition was to satisfy statutory tax obligations under the issuer's equity incentive election rather than a voluntary liquidity event. The filing discloses post-transaction beneficial ownership of 132,056 shares, which provides a clear near-term ownership picture for investors and compliance reviewers.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting; transaction is procedural and consistent with equity-plan mechanics.

The Form 4 is properly executed and signed by an attorney-in-fact and includes explanatory footnotes clarifying the sell-to-cover mechanism and the weighted-average pricing. The filing documents that the issuer elected mandatory sell-to-cover funding for minimum statutory withholding, which reduces ambiguity about motivation. From a governance perspective, this transparent reporting and the characterization of the sales as non-discretionary mitigate concerns about opportunistic insider selling.

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

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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^*

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)
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)		5,266	D	$74.63(2)	132,188	D
Class A Common Stock	08/19/2025		S(1)		132	D	$75.61	132,056	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 Tempus AI (TEM) insider Andrew Polovin report on Form 4?

The Form 4 reports mandatory sell-to-cover sales on 08/19/2025 of 5,266 shares at a weighted-average price of $74.63 and 132 shares at $75.61, leaving 132,056 shares owned.

Why were the shares sold according to the Form 4 for TEM?

The filing states the sales were required to satisfy statutory tax withholding obligations in connection with the vesting of restricted stock units under the issuer's equity incentive plans.

Were the sales by the reporting person discretionary trades?

No. The Form 4 explicitly says the sales were part of a sell-to-cover mandated by the issuer and did not represent discretionary sales by the reporting person.

What price range were the sell-to-cover trades executed at?

The larger block was sold at a weighted-average of $74.63, with individual trades ranging from $74.36 to $75.2673. A separate sale was executed at $75.61.

Who signed the Form 4 for the reporting person?

The Form 4 is signed by /s/ Andrew Polovin, Attorney-in-Fact with a signature date of 08/21/2025.