Form 4: Tempus AI Director Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Tempus AI Director David R. Epstein sold 370 shares of Class A Common Stock for $90 per share, reducing his direct beneficial ownership to 26,671 shares, as part of a pre-arranged trading plan.
Summary
- David R. Epstein, a Director of Tempus AI, Inc. (TEM), disposed of 370 shares of Class A Common Stock.
- The transaction occurred on November 3, 2025, at a price of $90 per share.
- Following this sale, Mr. Epstein directly beneficially owns 26,671 shares of Class A Common Stock.
- This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Epstein on August 27, 2024.
Sentiment
Score: 5
Explanation: The sale of shares by a director is generally neutral to slightly negative. However, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling, making the sentiment neutral.
Positives
- The transaction was conducted under a Rule 10b5-1 trading plan, indicating it was pre-scheduled and not based on immediate, non-public information.
Negatives
- A director selling shares, even under a 10b5-1 plan, can sometimes be perceived as a lack of confidence, though the amount is relatively small.
Risks
- No specific risks are detailed in this Form 4 filing beyond the general implication of an insider sale.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Insider Trading Policy Adherence | The transaction was conducted pursuant to a Rule 10b5-1 trading plan, demonstrating adherence to insider trading policies and providing an affirmative defense against claims of trading on material non-public information. | 2024-08-27 | Enhances transparency and reduces perceived risk of opportunistic insider trading. |
Stakeholder Impact
- Shareholders: A minor reduction in director ownership, potentially signaling a slight decrease in alignment, though mitigated by the 10b5-1 plan.
Key Dates
| Date | Description |
|---|---|
| 2024-08-27 | Date Rule 10b5-1 trading plan was adopted by David R. Epstein. |
| 2025-11-03 | Date of transaction where 370 shares of Class A Common Stock were sold. |
| 2025-11-05 | Date the Form 4 was signed by Andrew Polovin, Attorney-in-Fact for David R. Epstein. |
Keywords
Tempus AI, TEM, Insider Sale, Form 4, Director, Stock Transaction, 10b5-1 Plan, Equity Disposal
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