=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-08-18
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Tempus AI, Inc. (TEM)
CIK: 0001717115
--- Reporting Owner ---
Name: Schoenherr Thomas Edward
CIK: 0002113721
Role: Officer (CEO, Diagnostics)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-08-18 | Code: S (Open market sale)
Shares: -9,232 | Price: $49.61
Total Value: $457,999.52
Shares Owned After: 97,797 | Ownership: D (Direct)
Footnotes:
[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 $49.35 to $49.99 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 ranges set forth in footnotes (2), (4), (5), (6), (7) and (8).
[Transaction #2]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -3,094 | Price: $55.97
Total Value: $173,171.18
Shares Owned After: 94,703 | Ownership: D (Direct)
Footnotes:
[F3] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
[F4] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.38 to $56.01 inclusive.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -100 | Price: $56.47
Total Value: $5,647.00
Shares Owned After: 94,603 | Ownership: D (Direct)
Footnotes:
[F3] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -500 | Price: $57.94
Total Value: $28,970.00
Shares Owned After: 94,103 | Ownership: D (Direct)
Footnotes:
[F3] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
[F5] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.51 to $58.26 inclusive.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -2,994 | Price: $59.97
Total Value: $179,550.18
Shares Owned After: 91,109 | Ownership: D (Direct)
Footnotes:
[F3] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
[F6] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.05 to $60.04 inclusive.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -900 | Price: $60.45
Total Value: $54,405.00
Shares Owned After: 90,209 | Ownership: D (Direct)
Footnotes:
[F3] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
[F7] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.08 to $60.77 inclusive.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-08-19 | Code: S (Open market sale)
Shares: -494 | Price: $61.23
Total Value: $30,247.62
Shares Owned After: 89,715 | Ownership: D (Direct)
Footnotes:
[F3] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
[F8] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.16 to $61.25 inclusive.
--- Footnotes (Complete Index) ---
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 $49.35 to $49.99 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 ranges set forth in footnotes (2), (4), (5), (6), (7) and (8).
F3: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2026.
F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.38 to $56.01 inclusive.
F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.51 to $58.26 inclusive.
F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.05 to $60.04 inclusive.
F7: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.08 to $60.77 inclusive.
F8: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.16 to $61.25 inclusive.
--- Signature ---
/s/ /s/ Andrew Polovin, Attorney-in-Fact (2026-08-20)
