Tempus AI officer plans $1.16M tax-cover sale

Tempus AI, Inc. (TEM) received a notice that officer James William Rogers plans to sell 22,529 shares of Class A common stock under Rule 144 through Morgan Stanley Smith Barney LLC.

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) received a notice that officer James William Rogers plans to sell 22,529 shares of Class A common stock under Rule 144 through Morgan Stanley Smith Barney LLC. The shares stem from vested restricted stock units and performance stock units granted between April 2022 and August 2025.

The planned sale has an indicated aggregate market value of $1,163,397.56, compared with 175,390,967 Class A shares outstanding. Rogers previously sold 11,529 shares for $634,095 on June 25, 2026. The company states these sales are mandated sell-to-cover transactions to satisfy tax withholding obligations, not discretionary trades.

Key Figures

Shares to be sold: 22,529 shares Aggregate market value of planned sale: $1,163,397.56 Shares outstanding: 175,390,967 shares +3 more

6 metrics

Shares to be sold 22,529 shares Planned Rule 144 sale of Class A common stock by officer James William Rogers

Aggregate market value of planned sale $1,163,397.56 Value associated with 22,529 Class A shares to be sold

Shares outstanding 175,390,967 shares Class A common stock outstanding for Tempus AI, Inc.

Past 3 months shares sold 11,529 shares Class A shares sold on June 25, 2026 by James William Rogers

Proceeds from June 25, 2026 sale $634,095 Total consideration for 11,529 Class A shares sold

Intended sale date 08/18/2026 Date associated with proposed Rule 144 sale through Morgan Stanley Smith Barney LLC

Key Terms

Rule 144, Restricted Stock Units, Performance Stock Units, sell to cover transactions

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Restricted Stock Units financial

"Class A Common Stock | 04/27/2022 | Restricted Stock Units | Issuer"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Stock Units financial

"Class A Common Stock | 08/07/2025 | Performance Stock Units | Issuer"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

sell to cover transactions financial

"to be funded by sell to cover transactions and do not represent"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Tempus AI (TEM) disclose about James William Rogers’ planned stock sale?

Tempus AI discloses that officer James William Rogers plans to sell 22,529 Class A shares under Rule 144. These shares come from vested equity awards and will be sold through Morgan Stanley Smith Barney LLC on or after August 18, 2026.

How large is the planned Rule 144 sale for TEM stock in dollar terms?

The planned Rule 144 sale for Tempus AI stock has an indicated aggregate market value of $1,163,397.56. This value corresponds to the proposed sale of 22,529 Class A shares, as reported in the notice filed for officer James William Rogers.

How many Tempus AI (TEM) shares are currently outstanding for context?

The notice states that Tempus AI has 175,390,967 Class A common shares outstanding. This figure provides context for the planned sale of 22,529 shares by officer James William Rogers under Rule 144, indicating the sale size relative to total shares.

What Tempus AI equity awards are underlying the shares to be sold?

The shares to be sold by James William Rogers relate to restricted stock units granted in 2022, 2023, and 2024, plus performance stock units granted in 2025. Specific grants total 22,529 shares across multiple award dates from April 2022 to August 2025.

Has James William Rogers recently sold Tempus AI (TEM) shares before this notice?

Yes. The filing reports that James William Rogers sold 11,529 Class A shares on June 25, 2026 for total proceeds of $634,095. This prior sale occurred within the three months preceding the new planned Rule 144 transaction disclosed in the notice.

Are the planned TEM stock sales discretionary trades by James William Rogers?

No. The remarks explain that the reported sales are mandated by Tempus AI’s equity incentive plan. They fund tax withholding obligations through “sell to cover” transactions and are described as not representing discretionary trades by the reporting person.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 04:59 PM Accepted by SEC EDGAR 08/19/2026 - 04:58 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002024630
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	TEMPUS AI, INC.
SEC File Number	001-42130
Address of Issuer	600 WEST CHICAGO AVENUE, SUITE 510 CHICAGO ILLINOIS 60654
Phone	800-976-5448
Name of Person for Whose Account the Securities are To Be Sold	James William Rogers
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza, 8th Floor New York NY 10004	22529	1163397.56	175390967	08/18/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	04/27/2022	Restricted Stock Units	Issuer			1730	04/27/2022	N/A
Class A Common Stock	04/18/2023	Restricted Stock Units	Issuer			347	04/18/2023	N/A
Class A Common Stock	07/18/2023	Restricted Stock Units	Issuer			3460	07/18/2023	N/A
Class A Common Stock	05/02/2024	Restricted Stock Units	Issuer			769	05/02/2024	N/A
Class A Common Stock	11/01/2024	Restricted Stock Units	Issuer			865	11/01/2024	N/A
Class A Common Stock	08/07/2025	Performance Stock Units	Issuer			15358	08/07/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
James William Rogers 600 WEST CHICAGO AVENUE, Suite 510 CHICAGO IL 60654	Class A Common Stock	06/25/2026	11529	634095

144: Remarks and Signature

Remarks	The sales reported on this Form 144 are mandated by the Issuer's election under its equity incentive plan to require the satisfaction of a tax withholding obligation to be funded by sell to cover transactions and do not represent discretionary trades by the reporting person.
Date of Notice	08/19/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ James William Rogers
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)