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Tempus AI CFO Form 4 shows non-discretionary RSU tax share sale

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

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported insider share sales by its Chief Financial Officer. On 11/18/2025, the CFO disposed of 4,988 shares of Class A common stock at a weighted average price of $65.26 and 2,269 shares at a weighted average price of $66.15, for a total of 7,257 shares sold.

According to the disclosure, these sales were made solely to cover statutory tax withholding obligations triggered by the vesting of restricted stock units under the company’s equity incentive plans, and are described as non-discretionary "sell to cover" transactions. After these transactions, the CFO beneficially owned 131,216 shares of Tempus AI Class A common stock.

Positive

  • None.

Negative

  • None.
Insider Rogers James William
Role Chief Financial Officer
Sold 7,257 shs ($476K)
Type Security Shares Price Value
Sale Class A Common Stock 4,988 $65.26 $326K
Sale Class A Common Stock 2,269 $66.15 $150K
Holdings After Transaction: Class A Common Stock — 133,485 shares (Direct)
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 $64.7216 to $65.685 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) and (3). The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.62 inclusive.
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*
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)
11/18/2025
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 11/18/2025 S(1) 4,988 D $65.26(2) 133,485 D
Class A Common Stock 11/18/2025 S(1) 2,269 D $66.15(3) 131,216 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 $64.7216 to $65.685 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) and (3).
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.62 inclusive.
/s/ Andrew Polovin, Attorney-in-Fact 11/20/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

Tempus AI disclosed that its Chief Financial Officer sold a total of 7,257 shares of Class A common stock on 11/18/2025 in two separate transactions.

Why did the Tempus AI (TEM) CFO sell shares in this filing?

The filing states the shares were sold to cover statutory tax withholding obligations related to the vesting of restricted stock units, under a mandated "sell to cover" arrangement, and not as a discretionary sale.

At what prices were the Tempus AI (TEM) CFO’s shares sold?

One block of 4,988 shares was sold at a weighted average price of $65.26, with individual trades between $64.7216 and $65.685. Another 2,269 shares were sold at a weighted average price of $66.15, with trades between $65.78 and $66.62.

How many Tempus AI (TEM) shares does the CFO own after these transactions?

After the reported sales, the CFO beneficially owned 131,216 shares of Tempus AI Class A common stock, held directly.

What is the relationship of the reporting person to Tempus AI (TEM)?

The reporting person is an officer of Tempus AI, serving as the company’s Chief Financial Officer, and filed the Form 4 as a single reporting person.

Does the Tempus AI (TEM) Form 4 mention Rule 10b5-1 trading plans?

The form includes a checkbox to indicate whether a transaction was made under a Rule 10b5-1(c) trading plan intended to satisfy affirmative defense conditions, though the excerpt does not show that box marked as checked.