Form 4: Tempus AI COO Sells Shares for Tax Obligations

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

Summary

• Ryan Fukushima, Chief Operating Officer of Tempus AI, Inc. (TEM), reported the sale of Class A Common Stock.
• The transactions occurred on November 18, 2025, and were non-discretionary 'sell to cover' sales.
• A total of 6,942 shares were sold at a weighted average price of $65.26 per share, with prices ranging from $64.7216 to $65.685.
• An additional 3,157 shares were sold at a weighted average price of $66.15 per share, with prices ranging from $65.78 to $66.62.
• These sales were mandated by the Issuer's equity incentive plans to satisfy minimum statutory tax withholding obligations in connection with the vesting of restricted stock units.
• Following these transactions, Ryan Fukushima directly beneficially owns 829,081 shares of Class A Common Stock.
• Indirect beneficial ownership includes 125,000 shares by spouse and 131,893 shares by the Ryan Fukushima Irrevocable Family Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the reported transactions are routine, non-discretionary sales for tax purposes related to RSU vesting, which do not reflect a change in management's confidence or company fundamentals.

Positives

• The transaction was a non-discretionary 'sell to cover' sale, indicating it was for tax compliance rather than a discretionary decision to reduce exposure to the company's stock.
• The company's equity incentive plans are functioning as intended, allowing executives to manage tax liabilities associated with vested equity.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• "Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the 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

Insider transactions, particularly 'sell to cover' sales for tax purposes related to equity compensation, are a routine and common occurrence across all industries for executives of publicly traded companies. This filing reflects standard compliance with equity incentive plan mechanics.

Comparison to Industry Standards

• The 'sell to cover' mechanism for satisfying tax withholding obligations upon RSU vesting is a widely adopted practice in corporate equity compensation plans across various industries, including technology and healthcare AI, aligning with global benchmarks for executive compensation management.
• This type of transaction is standard for executives at companies like Tempus AI, similar to practices seen at other high-growth tech or biotech firms that utilize equity as a significant component of compensation.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine, non-discretionary sales for tax purposes, not indicative of a change in the reporting person's view of the company's prospects.
• Employees: No direct impact mentioned, but it highlights the standard process for equity compensation and tax management for executives.

Key Dates

Recommendation

The reported transactions are non-discretionary 'sell to cover' sales by the Chief Operating Officer to satisfy tax withholding obligations upon the vesting of restricted stock units. Such routine transactions are common for executives receiving equity compensation and do not reflect a change in management's confidence or the company's fundamentals, thus not warranting a change from a 'hold' recommendation.

Keywords

Tempus AI, TEM, Form 4, Insider Transaction, Stock Sale, COO, Ryan Fukushima, Restricted Stock Units, RSU, Tax Withholding, Equity Compensation