Fukushima Ryan 4

4 · Tempus AI, Inc. · Filed May 21, 2026

AI-generated summary of this filing

Updated May 21, 2026

Tempus AI (TEM) CEO Ryan Fukushima Sells 13,550 Shares

What Happened

Ryan Fukushima, listed as CEO, Data of Tempus AI (TEM), sold 13,550 shares on 2026-05-19 in transactions totaling approximately $597,149. The reported weighted-average price was $44.07 per share.
The sale is reported as a disposal (S) and, per the filing, was a "sell-to-cover" transaction to satisfy statutory tax withholding obligations tied to the vesting of restricted stock units (RSUs), not a discretionary cash-out sale.

Key Details

Transaction date: 2026-05-19; Filing date (Form 4): 2026-05-21 (appears timely — within the two business-day reporting window).
Price: weighted average $44.07; actual sale prices ranged from $43.65 to $44.46 (per footnote F2).
Shares sold: 13,550; Proceeds reported: $597,149 (approx).
Reason: Footnote F1 states the sale was mandated by the issuer’s "sell-to-cover" election to satisfy tax withholding on vested RSUs — routine tax-related disposition.
Shares owned after the transaction: not specified in the excerpt provided (check the full Form 4 for the post-transaction holding).

Context

Sell-to-cover transactions are common when RSUs vest and generally reflect tax obligations rather than a signal about the insider’s view of the stock. They are typically treated differently by investors than voluntary open-market sales.
The filing discloses a weighted-average price and a price range; the reporting person offers to provide per-price sale details upon request (per F2).

Form 4

Period: 2026-05-19

CEO, Data

Transactions

Sale
Class A Common Stock
[F1][F2]
2026-05-19$44.07/sh−13,550$597,149→ 603,558 total

Holdings

Footnotes (2)

[F1]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.
[F2]The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.65 to $44.46 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Signature

/s/ Andrew Polovin, Attorney-in-Fact|2026-05-21

1 file