Tempus AI (TEM) CAO executes mandatory sell-to-cover for RSU taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Tempus AI, Inc. reported that Chief Accounting Officer Ryan M. Bartolucci had 4,116 shares of Class A Common Stock sold on May 19, 2026 at a weighted average price of $44.07 per share. The footnotes explain this was a mandatory “sell to cover” transaction to satisfy statutory tax withholding on vested restricted stock units, rather than a discretionary open-market sale. After this tax-related sale, Bartolucci directly holds 74,041 shares of Tempus AI Class A Common Stock.

Insider Trade Summary

Net Seller: 4,116 shares ($181,392)

Net Sell 1 txn

Insider Bartolucci Ryan M

Role Chief Accounting Officer

Sold 4,116 shs ($181K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,116	$44.07	$181K

Holdings After Transaction: Class A Common Stock — 74,041 shares (Direct, null)

Footnotes (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: 4,116 shares Weighted average sale price: $44.07 per share Post-transaction holdings: 74,041 shares +1 more

4 metrics

Shares sold 4,116 shares Tax-related sale on May 19, 2026

Weighted average sale price $44.07 per share Open-market sale to cover taxes

Post-transaction holdings 74,041 shares Shares directly owned after the sale

Price range $43.65–$44.46 Range of prices for multiple sale transactions

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

"to cover the statutory tax withholding obligations in connection"

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 →

05/21/2026 - 05:05 PM

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^*

Bartolucci Ryan M

(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)
	Chief Accounting Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/19/2026		S⁽¹⁾		4,116	D	$44.07⁽²⁾	74,041	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Tempus AI (TEM) disclose for Ryan M. Bartolucci?

Tempus AI disclosed that Chief Accounting Officer Ryan M. Bartolucci had 4,116 Class A shares sold. The shares were sold to satisfy statutory tax withholding obligations related to vesting restricted stock units, under a mandated “sell to cover” election in the company’s equity incentive plans.

Was the Tempus AI (TEM) insider sale by Ryan M. Bartolucci a discretionary trade?

No, the sale was not discretionary. Footnotes state the 4,116 shares were sold solely to cover minimum statutory tax withholding on vested restricted stock units, pursuant to the company’s equity plan election requiring a “sell to cover” transaction for those tax obligations.

At what price were Ryan M. Bartolucci’s Tempus AI (TEM) shares sold?

The filing reports a weighted average sale price of $44.07 per share. Shares were sold in multiple transactions within a price range from $43.65 to $44.46 inclusive, as detailed in the footnote describing the pricing of the tax-related share sale.

How many Tempus AI (TEM) shares does Ryan M. Bartolucci own after this Form 4 transaction?

Following the tax-related sale of 4,116 shares, Ryan M. Bartolucci directly owns 74,041 shares of Tempus AI Class A Common Stock. This post-transaction holding figure is explicitly stated in the Form 4 as the total number of shares owned after the reported sale.

Why did Tempus AI (TEM) classify this insider sale as a “sell to cover” transaction?

Footnotes explain the sale represents shares required to cover statutory tax withholding when restricted stock units vested. Tempus AI’s equity incentive plans mandate that minimum withholding taxes be funded through a “sell to cover” transaction, leading to this non-discretionary share sale.