Tempus AI Insider Sales: 839,180 Shares Disposed Under 10b5-1 Plan

Rhea-AI Filing Summary

Ryan Fukushima, Chief Operating Officer of Tempus AI, Inc. (TEM), reported multiple sales of Class A common stock on September 2, 2025. The Form 4 states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted March 4, 2025. The filing lists a series of dispositions executed at weighted-average prices ranging from about $72.40 to $78.30, with specific weighted-average prices reported for groups of trades (for example, $72.73, $74.00, $74.95, $76.03, $76.77, $78.06). The reported entries show shares sold on that date and indicate indirect beneficial ownership through the reporting person’s spouse and an irrevocable family trust. The Form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transactions executed under a documented Rule 10b5-1 trading plan, adopted March 4, 2025, indicating pre-established compliance with insider-trading rules
• Detailed price ranges and weighted-average prices are disclosed for each group of sales, improving transparency

Negative

• Large aggregate dispositions reported on a single date (September 2, 2025) including an entry showing 839,180 shares sold, which materially reduces insider-held shares
• Sales attributed to indirect holders (spouse and irrevocable family trust) could complicate interpretation of remaining insider ownership

Insights

Financial Analyst

TL;DR: Insider sales under a 10b5-1 plan on one date; routine compliance but reduces insider ownership.

The Form 4 documents multiple dispositions by the COO executed on September 2, 2025, under a documented 10b5-1 plan adopted March 4, 2025. Prices disclosed are weighted averages across multiple trade bands from approximately $72.40 to $78.30. The filing distinguishes direct and indirect holdings, noting sales by or attributed to the reporting person’s spouse and an irrevocable family trust. From an investor perspective, these are structured plan sales rather than opportunistic single trades, which limits immediate inference about management’s view of the company but does reduce reported insider holdings on the record date.

Corporate Governance Expert

TL;DR: Disclosure follows SEC Section 16 rules and cites a pre-established 10b5-1 plan; documentation appears compliant.

The report clearly states the 10b5-1 trading plan adoption date and provides weighted-average price ranges and explanatory footnotes for multiple transactions. The filing identifies the reporting person, role (Chief Operating Officer), and indirect ownership via spouse and a family trust, and it is signed by an attorney-in-fact. The presentation aligns with typical insider-sale disclosures and provides the necessary explanatory detail for each price band, supporting regulatory transparency.

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^*

Fukushima Ryan

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)		300	D	$72.73(2)	144,700	I	By Spouse
Class A Common Stock	09/02/2025		S(1)		1,900	D	$74(3)	142,800	I	By Spouse
Class A Common Stock	09/02/2025		S(1)		2,528	D	$74.95(4)	140,272	I	By Spouse
Class A Common Stock	09/02/2025		S(1)		1,896	D	$76.03(5)	138,376	I	By Spouse
Class A Common Stock	09/02/2025		S(1)		1,200	D	$76.77(6)	137,176	I	By Spouse
Class A Common Stock	09/02/2025		S(1)		2,176	D	$78.06(7)	135,000	I	By Spouse
Class A Common Stock								839,180	D
Class A Common Stock								131,893	I	By Ryan Fukushima Irrevocable Family Trust

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 March 4, 2025.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.40 to $73.34 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), (3), (4), (5), (6) and (7).

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.55 to $74.46 inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.59 to $75.56 inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.59 to $76.58 inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.62 to $77.50 inclusive.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.70 to $78.30 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	09/04/2025
	** 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.

FAQ

What insider sold shares of Tempus AI (TEM)?

The reporting person is Ryan Fukushima, Chief Operating Officer of Tempus AI, Inc.

When were the trades executed and under what plan?

The transactions occurred on September 2, 2025 and were made pursuant to a Rule 10b5-1 trading plan adopted March 4, 2025.

How many shares were reported sold on the Form 4?

The filing shows multiple dispositions including an entry of 839,180 shares sold on the reported date and other listed disposals attributed to indirect holdings.

At what prices were the shares sold?

The filing discloses weighted-average price groupings with trade ranges from approximately $72.40 to $78.30 and reported weighted-average prices of $72.73, $74.00, $74.95, $76.03, $76.77, and $78.06 for the respective groups.

Does the Form 4 show remaining beneficial ownership?

The Form lists amounts of securities beneficially owned following each reported transaction (for example, 144,700; 142,800; 140,272; 138,376; 137,176; 135,000 for specific entries), and notes indirect ownership by a family trust of 131,893 shares.