Tempus AI (TEM) Diagnostics CEO sells 1,580 shares for RSU tax withholding

Rhea-AI Filing Summary

Tempus AI, Inc. executive Thomas Edward Schoenherr, CEO of Diagnostics, reported a small mandated share sale tied to tax withholding. He sold 1,580 shares of Class A common stock in an open-market transaction at a weighted average price of $44.07 per share. The sale covered statutory tax obligations from vesting restricted stock units under the company’s equity incentive plans and was not a discretionary trade. After this transaction, he directly holds 107,029 shares.

Insider Trade Summary

Net Seller: 1,580 shares ($69,631)

Net Sell 1 txn

Insider Schoenherr Thomas Edward

Role CEO, Diagnostics

Sold 1,580 shs ($70K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,580	$44.07	$70K

Holdings After Transaction: Class A Common Stock — 107,029 shares (Direct, null)

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: 1,580 shares Weighted average sale price: $44.07 per share Shares held after transaction: 107,029 shares

3 metrics

Shares sold 1,580 shares Open-market sale on 2026-05-19 to cover tax withholding

Weighted average sale price $44.07 per share Open-market sale range $43.65 to $44.46

Shares held after transaction 107,029 shares Direct Class A common stock holdings after sale

Key Terms

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

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.

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.

statutory tax withholding financial

"to cover the statutory tax withholding obligations"

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^*

Schoenherr Thomas Edward

(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, Diagnostics

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)		1,580	D	$44.07(2)	107,029	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 $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 insider transaction did Tempus AI (TEM) report for Thomas Edward Schoenherr?

Tempus AI reported that Thomas Edward Schoenherr sold 1,580 Class A shares. The transaction was an open-market sale to cover statutory tax withholding from vesting restricted stock units, rather than a discretionary decision to reduce ownership.

What price did Thomas Edward Schoenherr receive for his Tempus AI (TEM) shares?

He received a weighted average price of $44.07 per share. The shares were sold in multiple trades between $43.65 and $44.46, with the exact breakdown available upon request from the company, security holders, or regulatory staff.

How many Tempus AI (TEM) shares does Schoenherr hold after this Form 4 transaction?

After the reported sale, Schoenherr directly holds 107,029 Class A shares. This indicates the 1,580 shares sold for tax withholding represent a small portion of his overall equity position in Tempus AI, based on the figures disclosed.

Was the Tempus AI (TEM) insider sale by Schoenherr a discretionary trade?

No, the filing states the sale was mandated to cover statutory tax withholding from vesting restricted stock units. Tempus AI’s equity plan required a “sell to cover” transaction, so this was a mechanical tax-related sale, not an elective reduction in holdings.

What does “sell to cover” mean in the Tempus AI (TEM) Form 4 filing?

“Sell to cover” means shares are automatically sold to pay required taxes when equity awards vest. In this case, Tempus AI’s plan required selling 1,580 shares to satisfy minimum statutory tax withholding tied to restricted stock unit vesting.