Tempus AI (TEM) CFO executes 11,414-share planned sale under Rule 10b5-1 plan

Rhea-AI Filing Summary

Tempus AI, Inc. Chief Financial Officer James William Rogers reported an open-market sale of 11,414 shares of Class A common stock at an average price of $50.69 per share. After this transaction on March 2, 2026, he directly owned 127,248 shares. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 11, 2025.

Insights

Equity governance analyst

Planned 10b5-1 sale by Tempus AI’s CFO looks routine.

The Chief Financial Officer of Tempus AI sold 11,414 shares of Class A common stock at an average of $50.69 per share in an open-market transaction. Following the sale, he continued to hold 127,248 shares directly.

The trade was made under a Rule 10b5-1 plan adopted on September 11, 2025, indicating it was pre-scheduled rather than opportunistic. Such plans are often used to systematically diversify holdings while reducing concerns about trading on material nonpublic information.

Because the sale size is modest relative to typical market capitalizations and involves a pre-arranged plan, it reads as a standard liquidity event rather than a signal of changing fundamentals. Future filings will provide additional context on any ongoing plan-related sales.

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^*

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)
03/02/2026

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	03/02/2026		S(1)		11,414	D	$50.69	127,248	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. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2025.

	/s/ Andrew Polovin, Attorney-in-Fact	03/04/2026
	** 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.

FAQ

What did Tempus AI (TEM) disclose in this Form 4 filing?

Tempus AI disclosed that its Chief Financial Officer, James William Rogers, sold 11,414 shares of Class A common stock. The sale occurred at an average price of $50.69 per share and was executed under a pre-arranged Rule 10b5-1 trading plan.

How many Tempus AI (TEM) shares did the CFO sell and at what price?

The CFO sold 11,414 shares of Tempus AI Class A common stock at an average price of $50.69 per share. This was an open-market transaction categorized as a sale in the Form 4 filing.

How many Tempus AI (TEM) shares does the CFO hold after this transaction?

After the reported sale, Tempus AI’s Chief Financial Officer directly owns 127,248 shares of Class A common stock. This post-transaction holding amount is explicitly stated in the Form 4 filing as the total shares following the transaction.

Was the Tempus AI (TEM) CFO’s stock sale under a Rule 10b5-1 trading plan?

Yes. The filing states the transaction was executed under a Rule 10b5-1 trading plan adopted on September 11, 2025. Such plans allow insiders to schedule trades in advance, helping address concerns about trading on nonpublic information.

What type of transaction did the Tempus AI (TEM) Form 4 report?

The Form 4 reports an open-market sale of Class A common stock by the CFO. The transaction is coded “S” and described as a sale in open market or private transaction, with shares sold directly owned by the reporting person.

Does this Tempus AI (TEM) Form 4 indicate a net buy or net sell position?

The Form 4 shows a net-sell position, with 11,414 shares sold and no shares acquired in the reported period. The transaction summary identifies one sale transaction and a net change of negative 11,414 shares.