Form 4: Tempus AI CFO Sells Shares for Tax Obligations

Tempus AI's Chief Financial Officer, James William Rogers, sold 10,853 shares of Class A Common Stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• James William Rogers, Chief Financial Officer of Tempus AI, Inc. (TEM), reported a transaction involving Class A Common Stock.
• On May 19, 2026, Mr. Rogers disposed of 10,853 shares of Class A Common Stock.
• The shares were sold at a weighted average price of $44.07 per share, with individual transaction prices ranging from $43.65 to $44.46.
• The sale was a 'sell to cover' transaction, mandated to satisfy statutory tax withholding obligations upon the vesting of restricted stock units.
• This transaction was not a discretionary sale by Mr. Rogers.
• Following the reported transaction, Mr. Rogers beneficially owns 126,395 shares of Class A Common Stock directly.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it involves an insider selling shares, the 'sell to cover' nature for tax obligations, coupled with the underlying RSU vesting, indicates a routine compensation event rather than a bearish signal.

Positives

• The underlying event for the sale is the vesting of restricted stock units, which represents a positive compensation event for the Chief Financial Officer.
• The sale was non-discretionary, specifically for tax withholding, indicating it was not driven by a lack of confidence in the company's future.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future financial 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

StockSavvy.ai notes that 'sell to cover' transactions are a standard practice for executives receiving equity compensation, allowing them to meet tax obligations arising from the vesting of restricted stock units without needing to use personal funds. This is a common and expected event in the compensation structure of publicly traded companies.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes and not indicative of management's sentiment towards the stock's future performance.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

This Form 4 filing reports a non-discretionary 'sell to cover' transaction by the CFO to satisfy tax obligations related to RSU vesting. Such routine transactions do not typically reflect a change in the company's fundamental outlook or the executive's confidence, thus a 'hold' recommendation is appropriate as it provides no new information to alter an existing investment thesis.

Keywords

Tempus AI, TEM, Form 4, Insider Transaction, CFO, Stock Sale, Restricted Stock Units, Tax Withholding, 10b5-1 Plan