Form 4: Tempus AI CFO Sells Shares for Tax Obligations

Tempus AI's Chief Financial Officer, James William Rogers, sold 7,528 shares of Class A Common Stock to cover statutory tax withholding obligations related to restricted stock unit vesting.

Summary

• James William Rogers, Chief Financial Officer of Tempus AI, Inc. (TEM), sold a total of 7,528 shares of Class A Common Stock on August 19, 2025.
• The sales were executed in two transactions: 7,345 shares at a weighted average price of $74.63 per share and 183 shares at $75.61 per share.
• The sales were non-discretionary, mandated by Tempus AI's equity incentive plans to satisfy minimum statutory tax withholding obligations upon the vesting of restricted stock units.
• Following these transactions, James William Rogers beneficially owns 138,473 shares of Class A Common Stock.
• The price range for the 7,345 shares was from $74.36 to $75.2673.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transaction is a non-discretionary 'sell to cover' for tax purposes, which is a standard and expected event for executive equity compensation and does not reflect a discretionary decision by the insider regarding the company's prospects.

Positives

• The transaction is a non-discretionary 'sell to cover' for tax obligations, indicating it is not a reflection of management's view on the company's future performance.
• The sale is a standard procedure for equity compensation vesting, demonstrating the company's adherence to its equity incentive plans and tax compliance.

Negatives

• The sale reduces the direct beneficial ownership of the Chief Financial Officer by 7,528 shares, which could be perceived as a slight reduction in insider alignment, although it is non-discretionary.

Risks

• No specific risks are detailed in this Form 4 filing beyond the inherent market risk associated with stock price fluctuations.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Tempus AI's future financial performance or strategic direction.

Management Comments

• The 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

This transaction is a routine insider filing common across all industries for executives receiving equity compensation. It does not provide specific insights into broader industry trends or competitive dynamics within the AI or healthcare technology sectors.

Comparison to Industry Standards

• The 'sell to cover' mechanism for tax withholding is a common practice in equity compensation plans across publicly traded companies, including those in the technology and healthcare sectors.
• Companies like Microsoft (MSFT), Apple (AAPL), and Google (GOOGL) frequently report similar non-discretionary sales by executives to cover tax liabilities upon vesting of restricted stock units or exercise of options.

Stakeholder Impact

• Shareholders: The sale is non-discretionary and for tax purposes, so it typically has minimal impact on shareholder perception or stock price beyond a minor increase in shares available in the market. It confirms the vesting of executive equity compensation.
• Employees: The transaction highlights the company's equity incentive plans, which can be a positive for employee retention and motivation.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary 'sell to cover' transaction by the CFO for tax purposes related to RSU vesting. It does not provide new information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Investors should consider this a neutral event and base their decisions on broader company fundamentals and market conditions.

Keywords

Tempus AI, TEM, Form 4, Insider Trading, Stock Sale, Tax Withholding, Restricted Stock Units, Equity Compensation, Chief Financial Officer, James William Rogers