Form 4: Tempus AI CEO Sells Shares for Tax Obligations

Tempus AI's CEO of Diagnostics, Thomas Edward Schoenherr, sold 1,580 shares of Class A Common Stock to cover statutory tax withholding obligations.

Summary

• Thomas Edward Schoenherr, CEO, Diagnostics of Tempus AI, Inc. (TEM), reported a transaction on May 19, 2026.
• The transaction involved the sale of 1,580 shares of Class A Common Stock.
• The shares were sold at a weighted average price of $44.07 per share, with prices ranging from $43.65 to $44.46.
• This sale was mandated to cover statutory tax withholding obligations in connection with the vesting of restricted stock units.
• The transaction was a 'sell to cover' and does not represent a discretionary sale by Mr. Schoenherr.
• Following this transaction, Mr. Schoenherr beneficially owns 107,029 shares of Class A Common Stock directly.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine, non-discretionary transaction for tax purposes related to equity compensation, which does not reflect a change in management's confidence or the company's operational performance.

Positives

• The transaction is a result of restricted stock units vesting, indicating continued equity compensation for the executive.
• The sale was non-discretionary, solely for tax withholding, which is a routine part of equity compensation plans and not indicative of a lack of confidence.

Negatives

• The sale reduces the direct beneficial ownership of Class A Common Stock by a key executive by 1,580 shares.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The sale represents the number of shares required to be sold to cover statutory tax withholding obligations in connection with the vesting of 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.

Industry Context

StockSavvy.ai notes that 'sell to cover' transactions are a standard and common practice for executives receiving equity compensation. These sales are typically non-discretionary and are executed to satisfy tax liabilities upon the vesting of restricted stock units or the exercise of stock options, and are generally not interpreted as a signal of management's lack of confidence in the company's future prospects, unlike open market discretionary sales.

Stakeholder Impact

• Shareholders: The impact on shareholders is minimal as this is a non-discretionary tax-related sale, not indicative of a change in the executive's view of the company's value.

Key Dates

Recommendation

This transaction is a non-discretionary sale to cover tax obligations upon the vesting of restricted stock units, a common occurrence for executives. It does not signal a change in the reporting person's view of the company's prospects or fundamental value, thus warranting a neutral 'hold' recommendation based solely on this filing.

Keywords

Tempus AI, TEM, Form 4, Insider Transaction, Stock Sale, Tax Withholding, Restricted Stock Units, Schoenherr Thomas Edward, CEO Diagnostics