Form 4: Tempus AI's Chief Operating Officer Sells Shares Under Pre-Arranged Trading Plan

Tempus AI's Chief Operating Officer, Ryan Fukushima, sold company shares in a series of transactions as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Tempus AI's Chief Operating Officer, Ryan Fukushima, sold a total of 22,400 shares of Class A Common Stock on February 4th and 5th, 2025.
• The sales were executed under a Rule 10b5-1 trading plan, which was adopted on June 14, 2024.
• The transactions occurred at weighted average prices ranging from $61.48 to $67.57.
• An additional 15,114 shares were sold on February 5, 2025 to cover tax withholding obligations from vested restricted stock units.
• Following the transactions, Fukushima directly owns 947,328 shares.
• Fukushima also indirectly owns 131,893 shares through a family trust and 150,000 shares through a spouse.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large sale by an insider can sometimes be viewed negatively, the pre-planned nature of the sale and the portion related to tax obligations mitigate any negative implications.

Positives

• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating they were planned in advance and not based on current market conditions.
• The sale to cover tax obligations is a standard practice and does not reflect a discretionary sale by the reporting person.

Negatives

• A significant number of shares were sold by a key executive, which could be perceived negatively by some investors.

Risks

• The sale of a large number of shares by an insider could potentially signal a lack of confidence in the company's future prospects, although this is mitigated by the pre-arranged nature of the sales.

Industry Context

This announcement relates to standard insider stock transactions, common in publicly traded companies, particularly within the technology and healthcare sectors where stock-based compensation is prevalent.

Comparison to Industry Standards

• Insider sales are common and often pre-planned, as is the case here with the 10b5-1 plan.
• The use of a 10b5-1 plan is considered best practice for corporate executives to avoid accusations of insider trading.
• The 'sell to cover' for tax obligations is also a standard practice in the industry.

Related Party Transactions

• Ryan Fukushima Irrevocable Family Trust holds 131,893 shares.
• Spouse holds 150,000 shares.

Stakeholder Impact

• Shareholders may be interested in the transaction as it represents a change in insider ownership.
• The sale to cover taxes is standard and should not negatively impact employees or other stakeholders.

Key Dates

Keywords

Tempus AI, TEM, Ryan Fukushima, Insider Trading, Stock Sale, 10b5-1 Trading Plan, Chief Operating Officer, SEC Form 4, Class A Common Stock, Beneficial Ownership