Form 4: Tempus AI COO Sells Shares for Tax Obligations

Tempus AI's Chief Operating Officer, Ryan Fukushima, sold 17,460 shares of Class A Common Stock to cover statutory tax withholding obligations related to restricted stock unit vesting.

Summary

• Ryan Fukushima, Chief Operating Officer of Tempus AI, Inc. (TEM), sold a total of 17,460 shares of Class A Common Stock on August 19, 2025.
• The sales were executed in two transactions: 17,035 shares at a weighted average price of $74.63 (ranging from $74.36 to $75.2673) and 425 shares at $75.61.
• These sales were non-discretionary, mandated by the company's equity incentive plans to satisfy minimum statutory tax withholding obligations upon the vesting of restricted stock units.
• Following these transactions, Ryan Fukushima directly owns 839,180 shares of Class A Common Stock.
• Additionally, 131,893 shares are indirectly owned by the Ryan Fukushima Irrevocable Family Trust, and 145,000 shares are indirectly owned by his spouse.

Sentiment

Score: 5

Explanation: The transaction is neutral as it is a non-discretionary 'sell to cover' for tax obligations, which is a routine event and not indicative of management's view on the company's future performance.

Positives

• The sale was non-discretionary, indicating it was not a voluntary divestment by the Chief Operating Officer.
• The transaction is a standard procedure for covering tax obligations related to equity compensation.

Negatives

• No inherent negatives as the sale was non-discretionary for tax purposes.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

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.
• The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Industry Context

This filing is a routine insider transaction for tax purposes and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine, non-discretionary tax-related sale. It does not signal a lack of confidence from the COO.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary 'sell to cover' transaction by the Chief Operating Officer to satisfy tax obligations related to restricted stock unit vesting. Such transactions are common and do not typically reflect a change in management's confidence or the company's fundamentals. Therefore, this specific filing does not provide new information that would warrant a change in investment recommendation; a 'hold' stance is appropriate as the transaction is neutral in its implications for the stock's future performance.

Keywords

Tempus AI, TEM, SEC Form 4, Insider Trading, Stock Sale, Tax Withholding, Restricted Stock Units, Equity Compensation, Ryan Fukushima, Chief Operating Officer