Form 4: Tempus AI COO Gifts Shares Under 10b5-1 Plan

Tempus AI's Chief Operating Officer, Ryan Fukushima, reported gifting Class A Common Stock on November 25, 2025, under a pre-arranged 10b5-1 plan.

Summary

• Ryan Fukushima, Chief Operating Officer of Tempus AI, Inc. (TEM), reported changes in his beneficial ownership of Class A Common Stock.
• The transactions, dated November 25, 2025, were classified as bona fide gifts for no additional consideration.
• Fukushima directly disposed of 125,135 shares of Class A Common Stock, resulting in a direct beneficial ownership of 703,946 shares.
• His spouse indirectly acquired 33,808 shares, bringing their indirect beneficial ownership to 158,808 shares.
• The Ryan Fukushima Irrevocable Family Trust indirectly disposed of 131,893 shares, reducing its beneficial ownership to 0 shares.
• All reported transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing reports a significant disposition of shares by the COO through gifts, which is a neutral event in itself, often related to estate planning. The use of a 10b5-1 plan indicates pre-planning, which is generally viewed positively for transparency.

Positives

• The transactions were conducted under a Rule 10b5-1(c) plan, indicating pre-planning and adherence to a structured trading arrangement, which can reduce concerns about opportunistic insider trading.

Negatives

• A significant total disposition of shares (257,028 shares across direct and trust holdings) by a key executive, even if a gift, reduces their overall equity stake in the company.

Future Outlook

NA

Management Comments

• Represents a bona fide gift for no additional consideration.

Industry Context

This filing is specific to an individual executive's share transactions and does not directly relate to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Gifts of Class A Common Stock were made to a spouse and an irrevocable family trust, which are considered related parties.

Stakeholder Impact

• Shareholders may observe a reduction in the direct equity stake of a key executive, although the transactions are gifts for no consideration and executed under a pre-arranged plan.

Key Dates

Recommendation

This Form 4 reports gifts of shares by a key executive, which is a routine event for estate planning and not typically a direct indicator for stock performance. While it reduces direct insider ownership, the transactions were pre-planned under a 10b5-1 plan, suggesting no immediate change in sentiment or operational outlook. Investors should 'hold' and consider this information in the broader context of the company's financial performance and strategic direction.

Keywords

Tempus AI, TEM, Ryan Fukushima, Form 4, Insider Trading, Stock Gift, Beneficial Ownership, COO, 10b5-1 Plan