Form 4: Tempus AI CFO Sells Shares for Tax Obligations

Tempus AI's Chief Financial Officer, James William Rogers, sold 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), reported transactions involving Class A Common Stock.
• On November 18, 2025, Rogers sold 4,988 shares of Class A Common Stock at a weighted average price of $65.26 per share, with prices ranging from $64.7216 to $65.685.
• Also on November 18, 2025, Rogers sold an additional 2,269 shares of Class A Common Stock at a weighted average price of $66.15 per share, with prices ranging from $65.78 to $66.62.
• These sales were non-discretionary, executed to cover statutory tax withholding obligations associated with the vesting of restricted stock units, as mandated by the Issuer's equity incentive plans.
• Following these transactions, Rogers beneficially owns 131,216 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: The transaction is a non-discretionary 'sell to cover' for tax purposes, which is a routine event and does not reflect positively or negatively on the company's performance or the insider's sentiment towards the stock.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

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

This transaction is a routine insider filing common for executives receiving equity compensation. 'Sell to cover' transactions are standard practice across industries for satisfying tax liabilities upon the vesting of restricted stock units or the exercise of stock options, and do not typically indicate a change in the company's operational performance or the executive's confidence in the company.

Comparison to Industry Standards

• The 'sell to cover' mechanism for tax withholding is a widely adopted practice in equity compensation plans across publicly traded companies, aligning with common industry standards for managing executive stock awards.
• This type of transaction is not comparable to discretionary sales by executives, which might signal a change in sentiment or valuation perspective.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction is a routine, non-discretionary sale for tax purposes and does not signal a change in company fundamentals or insider sentiment.
• Employees: No direct impact.
• Customers: No direct impact.

Key Dates

Recommendation

The filing reports a non-discretionary 'sell to cover' transaction by the CFO to meet tax obligations arising from RSU vesting. Such transactions are routine and do not indicate a change in the company's operational performance, financial health, or the executive's long-term view of the stock. Therefore, the filing provides no new information that would warrant a change from a 'hold' recommendation.

Keywords

Tempus AI, TEM, Form 4, Insider Transaction, Stock Sale, CFO, Restricted Stock Units, Tax Withholding, Equity Compensation