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

Rhea-AI Filing Summary

Erik Phelps, EVP & Chief Administrative and Legal Officer of Tempus AI, Inc. (TEM), reported two non‑derivative sales on 08/19/2025. The filings show a sell-to-cover disposition of 3,575 shares at a weighted average price of $74.63 and an additional sale of 89 shares at $75.61. The reporting form states these sales were mandated to satisfy statutory tax withholding on vested restricted stock units rather than discretionary trades. After the transactions the reported beneficial holdings are shown as 94,204 and 94,115 shares respectively. The weighted average sale prices for the larger block ranged from $74.36 to $75.2673.

Insights

Financial Analyst

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.

Corporate Governance Expert

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.

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

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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.

FAQ

What did Tempus AI insider Erik Phelps sell on 08/19/2025 (TEM)?

The Form 4 reports sell-to-cover sales of 3,575 shares at a weighted average price of $74.63 and 89 shares at $75.61 on 08/19/2025.

Why were the shares sold by the reporting person on this Form 4?

The filing states the sales "represent the number of shares required to be sold to cover the statutory tax withholding obligations" related to vested restricted stock units.

What price range did the larger block of shares sell for?

The weighted average for the 3,575 shares was $74.63, with individual sale prices reported in the range of $74.36 to $75.2673.

How much beneficial ownership did the reporting person have after the transactions?

The Form 4 shows beneficial ownership following the reported transactions as 94,204 shares (after the 3,575‑share sale) and 94,115 shares (after the 89‑share sale).

Who signed the Form 4 on behalf of the reporting person?

The filing is signed by Andrew Polovin, Attorney‑in‑Fact on 08/21/2025.