Tempus AI (NASDAQ: TEM) CAO sells shares in tax-cover move

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported that Chief Accounting Officer Ryan M. Bartolucci disposed of 6,175 shares of Class A Common Stock on 2026-08-18 at a weighted average price of $49.61 per share. According to the company’s equity plan, this was a mandatory “sell to cover” transaction to satisfy statutory tax withholding obligations upon vesting of restricted stock units and is not a discretionary sale by the officer. After this sale, Bartolucci directly holds 67,866 shares of Tempus AI Class A Common Stock. The shares were sold in multiple trades at prices ranging from $49.35 to $49.99 per share.

Insider Trade Summary

Net Seller: 6,175 shares

Net Sell 1 txn

Insider Bartolucci Ryan M

Role Chief Accounting Officer

Sold 6,175 shs ($306K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	6,175	$49.61	$306K

Holdings After Transaction: Class A Common Stock — 67,866 shares (Direct)

Footnotes (2)

1. F1. 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. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.35 to $49.99 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: 6,175 shares Weighted average sale price: $49.61 per share Sale price range: $49.35–$49.99 per share +1 more

4 metrics

Shares sold 6,175 shares Class A Common Stock disposed of on 2026-08-18 by Chief Accounting Officer

Weighted average sale price $49.61 per share Average price for 6,175 shares sold in multiple transactions

Sale price range $49.35–$49.99 per share Range of prices for the multiple sale transactions on 2026-08-18

Shares held after transaction 67,866 shares Direct holdings of Chief Accounting Officer following the reported sale

Key Terms

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

4 terms

sell to cover financial

"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"

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.

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.

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 obligations financial

"cover the statutory tax withholding obligations in connection with the vesting"

FAQ

What insider transaction did TEM report for Ryan M. Bartolucci?

Tempus AI (TEM) reported that Chief Accounting Officer Ryan M. Bartolucci sold 6,175 shares of Class A Common Stock on 2026-08-18 at a weighted average price of $49.61 per share, in multiple trades between $49.35 and $49.99 per share.

Why did Ryan M. Bartolucci sell Tempus AI (TEM) shares?

The 6,175 shares sold were required to cover statutory tax withholding obligations tied to the vesting of restricted stock units. The company states this was a mandated “sell to cover” under its equity incentive plans and not a discretionary sale by Bartolucci.

How many Tempus AI (TEM) shares does Ryan M. Bartolucci hold after the sale?

After the 6,175-share sale on 2026-08-18, Chief Accounting Officer Ryan M. Bartolucci directly holds 67,866 shares of Tempus AI Class A Common Stock, as reported in the Form 4 filing.

What price did Ryan M. Bartolucci receive for the sold TEM shares?

The reported price is a weighted average of $49.61 per share. The 6,175 shares of Tempus AI (TEM) Class A Common Stock were sold in multiple transactions at prices ranging from $49.35 to $49.99 per share.

Was Ryan M. Bartolucci’s TEM stock sale under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as a plan transaction. Instead, the footnote explains the sale was a mandatory “sell to cover” to fund statutory tax withholding obligations on vesting restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/20/2026 - 09:00 PM Accepted by SEC EDGAR 08/20/2026 - 09:00 PM Learn about SEC filing dates

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)
08/18/2026

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	08/18/2026		S(1)		6,175	D	$49.61(2)	67,866	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 $49.35 to $49.99 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	08/20/2026
	** 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)