Form 4: Tempus AI EVP and General Counsel Andrew Polovin Reports Share Sales to Cover Tax Obligations

Andrew Polovin, EVP and General Counsel of Tempus AI, reports selling shares of Class A Common Stock to cover statutory tax withholding obligations.

Summary

• On May 20, 2025, Andrew Polovin, the EVP and General Counsel of Tempus AI, sold shares of Class A Common Stock.
• The sales were executed to cover statutory tax withholding obligations related to the vesting of restricted stock units.
• These sales were 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 do not represent a discretionary sale by the Reporting Person.
• A total of 8,062 shares were sold at various prices ranging from $62.19 to $66.05.
• The transactions were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 6, 2024.
• Following the reported transactions, Polovin beneficially owns 138,877 shares of Class A Common Stock.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive as the transactions are routine and pre-planned to cover tax obligations, indicating standard corporate governance practices.

Positives

• The sales were pre-planned under a Rule 10b5-1 trading plan, indicating no surprise or discretionary selling.
• The 'sell to cover' transaction ensures compliance with tax obligations related to equity compensation.

Industry Context

Form 4 filings are standard disclosures required by the SEC when company insiders buy or sell their company's stock; this filing indicates routine transactions to cover tax obligations.

Comparison to Industry Standards

• Similar 'sell to cover' transactions are common among executives at publicly traded companies, especially after vesting of restricted stock units or option exercises.
• The use of a 10b5-1 trading plan is a standard practice to avoid accusations of insider trading, aligning with industry best practices for executive stock transactions.

Stakeholder Impact

• The transactions are unlikely to have a significant impact on shareholders as they are routine and intended to cover tax obligations.

Key Dates

Keywords

Form 4, Tempus AI, Andrew Polovin, Class A Common Stock, Rule 10b5-1, Tax Withholding, Equity Incentive Plans, Sell to Cover