Tempus AI officer sells shares to cover RSU tax withholding

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported an insider transaction by its Chief Accounting Officer on a Form 4. On 11/18/2025, the officer sold 1,261 shares of Class A common stock at a weighted average price of $65.26 and a further 573 shares at a weighted average price of $66.15.

According to the footnotes, these sales were automatically executed to cover statutory tax withholding obligations tied to the vesting of restricted stock units, under a mandated "sell to cover" election, and were not discretionary trades by the officer. After these transactions, the officer beneficially owned 44,061 shares of Class A common stock directly.

Insider Trade Summary

Net Seller: 1,834 shares ($120,197)

Net Sell 2 txns

Insider Bartolucci Ryan M

Role Chief Accounting Officer

Sold 1,834 shs ($120K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,261	$65.26	$82K
Sale	Class A Common Stock	573	$66.15	$38K

Holdings After Transaction: Class A Common Stock — 44,634 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^*

Bartolucci Ryan M

(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)
	Chief Accounting Officer

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)		1,261	D	$65.26(2)	44,634	D
Class A Common Stock	11/18/2025		S(1)		573	D	$66.15(3)	44,061	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) disclose in this Form 4?

The Chief Accounting Officer of Tempus AI (TEM) reported selling 1,261 and 573 shares of Class A common stock in two transactions on 11/18/2025.

Why did the Tempus AI (TEM) officer sell shares on 11/18/2025?

The filing states the shares were sold to cover statutory tax withholding obligations related to vesting restricted stock units, under a mandated "sell to cover" arrangement.

What prices were reported for the Tempus AI (TEM) insider share sales?

The weighted average prices were $65.26 for the sale of 1,261 shares and $66.15 for the sale of 573 shares, each based on multiple trades within stated price ranges.

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

Following the reported sales, the Chief Accounting Officer beneficially owned 44,061 shares of Tempus AI Class A common stock directly.

Were the Tempus AI (TEM) insider sales discretionary trades?

No. The explanation states the sales were mandated by the issuer’s equity incentive plan to fund minimum statutory tax withholding and do not represent discretionary sales.

What do the weighted average prices in the Tempus AI (TEM) Form 4 mean?

The filing notes that each reported price is a weighted average of multiple trades, with actual sale prices ranging from $64.7216 to $65.685 and from $65.78 to $66.62, respectively.