Form 4: Tempus AI Officer Sells Shares for Tax Obligations

Tempus AI's Chief Accounting Officer, Ryan M. Bartolucci, sold 1,904 shares of Class A Common Stock to cover statutory tax withholding obligations related to restricted stock unit vesting.

Summary

• Ryan M. Bartolucci, Chief Accounting Officer of Tempus AI, Inc. (TEM), sold a total of 1,904 shares of Class A Common Stock.
• The transactions occurred on August 19, 2025.
• 1,858 shares were sold at a weighted average price of $74.63 per share, with individual prices ranging from $74.36 to $75.2673.
• An additional 46 shares were sold at a price of $75.61 per share.
• The 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, Mr. Bartolucci beneficially owns 45,895 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The transaction is routine and non-discretionary, indicating RSU vesting which is a positive for employee compensation, but it's not a direct indicator of company performance or future prospects.

Positives

• The sale was non-discretionary, solely to cover statutory tax withholding obligations related to the vesting of restricted stock units, indicating a routine compensation event rather than a discretionary divestment.
• The vesting of restricted stock units signifies the execution of employee retention and compensation plans.

Negatives

• No inherent negatives as the sale was mandated for tax purposes and not a discretionary divestment.

Risks

• NA

Future Outlook

NA

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.

Industry Context

This Form 4 filing details a standard "sell to cover" transaction, a common practice in corporate equity compensation plans across various industries. It reflects the mechanics of restricted stock unit vesting and tax obligations rather than specific industry-wide strategic shifts or competitive dynamics.

Comparison to Industry Standards

• "Sell to cover" transactions are a standard mechanism for satisfying tax obligations arising from equity compensation vesting, widely adopted by public companies across all sectors.
• The reported prices of $74.63 and $75.61 per share are specific to Tempus AI's stock performance around the transaction date and are not directly comparable to other companies' stock prices without broader market context.

Stakeholder Impact

• Shareholders: Minimal direct impact as it's a routine, non-discretionary sale for tax purposes, not a signal of management losing confidence.
• Employees: Indicates the vesting of equity compensation, which is a positive for the Chief Accounting Officer.

Next Steps

• NA

Key Dates

Recommendation

This Form 4 filing details a routine "sell to cover" transaction by a company officer to satisfy tax obligations upon the vesting of restricted stock units. It is explicitly stated as non-discretionary and does not reflect a change in the officer's investment conviction or a negative outlook on the company. Therefore, this specific filing provides no new information that would warrant a change in an existing investment thesis, leading to a "hold" recommendation.

Keywords

Tempus AI, TEM, Form 4, Insider Trading, Stock Sale, Tax Withholding, Restricted Stock Units, Equity Compensation, Ryan M Bartolucci, Chief Accounting Officer