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  4. [Form 4] Tempus AI, Inc. Insider Trading Activity

Tempus AI (NASDAQ: TEM) EVP sells 3,664 shares for RSU taxes, retains 94,115

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

Rhea-AI Filing Summary

Tempus AI EVP & Chief Admin & Legal Officer Erik Phelps reported two open-market sales of Class A Common Stock totaling 3,664 shares on August 19, 2025, at prices of $74.63 and $75.61 per share. The filing explains these shares were sold to cover statutory tax withholding on restricted stock unit vesting under a mandated “sell to cover” arrangement, rather than a discretionary sale, and Phelps continues to hold 94,115 shares directly.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine, non‑discretionary sell-to-cover transactions tied to RSU vesting; no clear signal about firm value from these filings.

The Form 4 discloses mandatory sales to satisfy tax withholding on vested restricted stock units rather than open market, discretionary sales. Transaction sizes (3,575 and 89 shares) and the disclosed prices indicate limited economic scale relative to typical insider stakes and were executed at market prices in a narrow range. From a financial viewpoint, these entries do not materially affect capital structure, cash flow or outstanding share count and therefore carry neutral informational content for investors.

TL;DR: Compliance‑oriented filing reflecting standard equity plan mechanics; no governance red flags disclosed.

The disclosure clearly states the sales were required under the issuer's equity incentive plan to meet statutory tax obligations, and the filer documents price ranges and offers to provide transaction-level detail on request, which aligns with good disclosure practice. The signature by an attorney‑in‑fact is present. There are no indications of unusual timing, related‑party issues, or exceptions to reporting protocols in the provided content.

Insider Phelps Erik
Role EVP & Chief Admin & Legal Off
Sold 3,664 shs ($274K)
Type Security Shares Price Value
Sale Class A Common Stock 3,575 $74.63 $267K
Sale Class A Common Stock 89 $75.61 $7K
Holdings After Transaction: Class A Common Stock — 94,115 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 $74.36 to $75.2673 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.
Total shares sold 3664 shares Aggregate Class A Common Stock sold on 2025-08-19
Sale price per share (3,575 shares) $74.6300 Price for larger tranche of Class A Common Stock sold
Sale price per share (89 shares) $75.6100 Price for smaller tranche of Class A Common Stock sold
Post-transaction holdings 94,115 shares Direct Class A Common Stock held by Erik Phelps after sales
Weighted average price range $74.36–$75.2673 Range of trade prices underlying weighted average sale price
Net buy/sell shares -3664 shares Net shares sold according to transaction summary
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
"shares required to be sold to cover the statutory tax withholding obligations"
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.

FAQ

What insider transaction did Tempus AI (TEM) report for Erik Phelps?

Tempus AI reported that EVP & Chief Admin & Legal Officer Erik Phelps sold 3,664 shares of Class A Common Stock on August 19, 2025. The sales were made in two tranches at $74.63 and $75.61 per share, according to the Form 4.

Why did Erik Phelps sell Tempus AI (TEM) shares according to the Form 4?

The Form 4 states the shares were sold to cover statutory tax withholding obligations from the vesting of restricted stock units. The company’s equity plans mandate a “sell to cover” transaction, so the sale is described as non-discretionary for the reporting person.

How many Tempus AI (TEM) shares does Erik Phelps hold after the sale?

After the reported transactions, Erik Phelps holds 94,115 shares of Tempus AI Class A Common Stock directly. This post-transaction balance is specified as his canonical holding in the filing’s holdings information.

What prices were Tempus AI (TEM) shares sold for in Erik Phelps’s Form 4?

The Form 4 lists sales of Tempus AI Class A Common Stock at $74.6300 per share for 3,575 shares and $75.6100 per share for 89 shares. A footnote also mentions a weighted average price over trades between $74.36 and $75.2673.

Does the Tempus AI (TEM) Form 4 indicate these sales were discretionary?

No. A footnote explains the transaction “does not represent a discretionary sale” by Erik Phelps. The shares were sold under the issuer’s election to satisfy minimum statutory tax withholding obligations via a mandatory “sell to cover” transaction.

What is the total number of Tempus AI (TEM) shares sold in this Form 4?

The filing’s transaction summary shows a net sale of 3,664 shares of Tempus AI Class A Common Stock. This total reflects two non-derivative sale transactions reported for August 19, 2025.

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

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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*
Phelps Erik
(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)
EVP & Chief Admin & Legal Off
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025
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 08/19/2025 S(1) 3,575 D $74.63(2) 94,204 D
Class A Common Stock 08/19/2025 S(1) 89 D $75.61 94,115 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 $74.36 to $75.2673 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 08/21/2025
** 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