TEM Form 4: EVP Erik Phelps sells shares to cover RSU taxes
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.
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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 Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 3,575 | $74.63 | $267K |
| Sale | Class A Common Stock | 89 | $75.61 | $7K |
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 $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.
