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Tempus AI (TEM) legal chief sells 30K shares via tax cover and 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) executive Andrew Polovin, EVP and Chief Legal Officer, reported two open-market sales of Class A Common Stock. On August 18, 2026, he sold 22,148 shares at a weighted average price of $49.61 in multiple trades from $49.35–$49.99 to cover minimum statutory tax withholding on vested restricted stock units under a mandatory "sell to cover" arrangement, which the company characterizes as non-discretionary. On August 19, 2026, he sold 7,927 shares at $56.00 per share in a sale made pursuant to a Rule 10b5-1 trading plan adopted on August 12, 2025. In total, 30,075 shares were sold in these transactions.

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Insights

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Insider Polovin Andrew
Role EVP, Chief Legal Officer
Sold 30,075 shs ($1.54M)
Type Security Shares Price Value
Sale Class A Common Stock F3 7,927 $56.00 $444K
Sale Class A Common Stock F1, F2 22,148 $49.61 $1.10M
Holdings After Transaction: Class A Common Stock — 138,140 shares (Direct)
Footnotes (3)
  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.
  3. F3. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025.
Shares sold on August 18, 2026 22,148 shares of Class A Common Stock Open-market sale to cover statutory tax withholding on vested RSUs
Weighted average sale price on August 18, 2026 $49.61 per share Multiple transactions at prices ranging from $49.35 to $49.99
Shares sold on August 19, 2026 7,927 shares of Class A Common Stock Open-market sale under a Rule 10b5-1 trading plan
Sale price on August 19, 2026 $56.00 per share Single reported price per share for that day’s transaction
Total shares sold in reported transactions 30,075 shares Sum of 22,148-share tax-related sale and 7,927-share 10b5-1 sale
Rule 10b5-1 plan adoption date August 12, 2025 Plan under which the August 19, 2026 sale of 7,927 shares was made
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
"to cover the statutory tax withholding obligations in connection"
sell to cover financial
"to be funded by a "sell to cover" transaction and does not"
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.
Rule 10b5-1 trading plan regulatory
"This transaction was made pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported is a weighted average price. These shares"
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 transactions did Tempus AI (TEM) report for Andrew Polovin?
Tempus AI reported that EVP and Chief Legal Officer Andrew Polovin sold a total of 30,075 shares of Class A Common Stock in two transactions on August 18 and 19, 2026, as disclosed in a Form 4 filing.

How many Tempus AI (TEM) shares were sold to cover taxes on vested RSUs?
On August 18, 2026, Andrew Polovin sold 22,148 shares of Tempus AI Class A Common Stock to cover statutory tax withholding obligations related to the vesting of restricted stock units under a mandated "sell to cover" arrangement.

What prices were Tempus AI (TEM) shares sold at in these Form 4 transactions?
The 22,148 shares sold on August 18, 2026 had a weighted average price of $49.61, with individual trades ranging from $49.35 to $49.99. The 7,927 shares sold on August 19, 2026 were sold at $56.00 per share.

Were the Tempus AI (TEM) insider sales made under a Rule 10b5-1 plan?
Yes. The filing indicates Rule 10b5-1 plan status, and a footnote states that the August 19, 2026 sale of 7,927 shares was made pursuant to a Rule 10b5-1 trading plan adopted by Andrew Polovin on August 12, 2025.

Did Andrew Polovin’s Tempus AI (TEM) Form 4 indicate discretionary selling?
For the 22,148-share sale on August 18, 2026, a footnote states it was mandated to cover statutory tax withholding on vested RSUs and “does not represent a discretionary sale.” The 7,927-share sale on August 19, 2026 was executed under a Rule 10b5-1 plan.

How many Tempus AI (TEM) shares did Andrew Polovin sell in total in this Form 4?
Across the two reported transactions, Andrew Polovin sold a total of 30,075 shares of Tempus AI Class A Common Stock: 22,148 shares on August 18, 2026, and 7,927 shares on August 19, 2026.

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 4UNITED 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*
Polovin Andrew
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Legal 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/18/2026S(1)22,148D$49.61(2)146,067D
Class A Common Stock08/19/2026S(3)7,927D$56138,140D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
3. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2025.
/s/ Andrew Polovin08/20/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR