Tempus AI officer sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported insider activity by its EVP & Chief Administrative & Legal Officer. On 11/18/2025, the executive sold 2,428 and 1,105 shares of Class A common stock in two separate transactions at weighted average prices of $65.26 and $66.15, respectively. According to the footnotes, these sales were made to cover statutory tax withholding obligations related to the vesting of restricted stock units under the company’s equity incentive plans and were not discretionary. Following these transactions, the executive beneficially owned 90,582 Class A shares directly.

Insider Trade Summary

Net Seller: 3,533 shares ($231,547)

Net Sell 2 txns

Insider Phelps Erik

Role EVP & Chief Admin & Legal Off

Sold 3,533 shs ($232K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,428	$65.26	$158K
Sale	Class A Common Stock	1,105	$66.15	$73K

Holdings After Transaction: Class A Common Stock — 91,687 shares (Direct)

Footnotes (1)

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 $64.7216 to $65.685 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) and (3). The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.62 inclusive.

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)
11/18/2025

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	11/18/2025		S(1)		2,428	D	$65.26(2)	91,687	D
Class A Common Stock	11/18/2025		S(1)		1,105	D	$66.15(3)	90,582	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 $64.7216 to $65.685 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) and (3).

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.62 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	11/20/2025
	** 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 transaction did Tempus AI (TEM) report in this Form 4?

An executive of Tempus AI, Inc. (TEM) reported two sales of Class A common stock on 11/18/2025 related to tax withholding on vested restricted stock units.

How many Tempus AI (TEM) shares were sold by the executive and at what prices?

The executive sold 2,428 shares at a weighted average price of $65.26 and 1,105 shares at a weighted average price of $66.15, in multiple trades within stated price ranges.

Why were the Tempus AI (TEM) shares sold in this Form 4 filing?

The filing states the shares were sold to cover statutory tax withholding obligations when restricted stock units vested, under a mandated "sell to cover" election in the company’s equity incentive plans.

How many Tempus AI (TEM) shares does the executive own after these transactions?

After the reported transactions, the executive beneficially owned 90,582 shares of Tempus AI Class A common stock directly.

Who is the reporting person in this Tempus AI (TEM) Form 4?

The reporting person is an officer of Tempus AI serving as EVP & Chief Administrative & Legal Officer.

Were the Tempus AI (TEM) share sales described as discretionary trades?

No. The filing explains the transactions were mandated "sell to cover" sales to fund minimum statutory tax withholding, and not discretionary sales by the reporting person.