[144] Tempus AI, Inc. SEC Filing

Rhea-AI Filing Summary

Tempus AI, Inc. insider Erik Phelps submitted a Form 144 notifying a proposed sale of 3,664 shares of Class A common stock through Morgan Stanley Smith Barney LLC, with an aggregate market value of $287,440.80, and an approximate sale date of 08/19/2025. The filing shows those 3,664 shares were acquired as restricted stock units on 04/18/2023 (371 shares), 07/18/2023 (2,470 shares) and 05/02/2024 (823 shares), which sum to the shares offered for sale. The filing also discloses prior sales by the same person in the last three months: 8,415 shares sold on 05/20/2025 for $531,918.03 and 51,317 shares sold on 06/16/2025 for $3,723,602.63. The Form 144 includes the required certification that the seller is not aware of undisclosed material adverse information.

Positive

• Disclosure per Rule 144 is provided with acquisition details and broker information
• Acquisitions are specified as Restricted Stock Units with dates and share counts that reconcile to the proposed sale
• Prior sales disclosed with exact dates and gross proceeds totaling $4,255,520.66, enhancing transparency

Negative

• Substantial insider selling occurred recently: 59,732 shares sold in May and June 2025
• Filer identity and relationship to issuer are shown only by name and address; the filing does not state the filer’s role or title

Insights

Securities Analyst

TL;DR: Insider filed a Rule 144 notice to sell a small block of RSU-derived shares after large recent sales.

The filing documents a proposed sale of 3,664 Class A shares via Morgan Stanley and confirms those shares originated from restricted stock units granted on three dates in 2023 and 2024. The filer previously sold 59,732 shares in May and June 2025 for total gross proceeds of $4,255,520.66. For investors, the filing provides transparency on an insider liquidity event but contains no operational or earnings information. The size of the current proposed sale ($287,440.80) is small relative to the prior two transactions and to the company's total outstanding shares reported here (168,683,769), indicating limited direct market impact from this single notice.

Compliance / Risk Analyst

TL;DR: Form 144 appears complete for Rule 144 disclosure and includes the seller's compliance attestation.

The submission lists broker details, acquisition method (Restricted Stock Units), acquisition dates and amounts that reconcile to the shares being offered. It also discloses recent sales within the three-month Lookback window with specific dates and gross proceeds, and includes the required declaration regarding material nonpublic information. No indication of missing mandatory fields is present in the provided text. From a compliance perspective, the notice meets the basic Rule 144 disclosure elements contained in the content.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	3664	287440.8	168683769	08/19/2025	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	04/18/2023	Restricted Stock Units	Issuer			371	04/18/2023	N/A
Class A Common Stock	07/18/2023	Restricted Stock Units	Issuer			2470	07/18/2023	N/A
Class A Common Stock	05/02/2024	Restricted Stock Units	Issuer			823	05/02/2024	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
Erik Phelps C/O TEMPUS AI, INC. 600 WEST CHICAGO AVENUE, SUITE 510 Chicago IL 60654	Class A Common Stock	05/20/2025	8415	531918.03
Erik Phelps C/O TEMPUS AI, INC. 600 WEST CHICAGO AVENUE, SUITE 510 Chicago IL 60654	Class A Common Stock	06/16/2025	51317	3723602.63

144: Remarks and Signature

Remarks

Date of Notice

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed by Tempus AI (TEM) report?

The Form 144 reports a proposed sale of 3,664 Class A shares via Morgan Stanley with an aggregate market value of $287,440.80 and an approximate sale date of 08/19/2025.

Who is the filer named on the Form 144 for TEM?

The filer is listed as Erik Phelps with an address c/o Tempus AI, Inc.; no job title or relationship to the issuer is specified in the provided content.

How were the shares being sold acquired according to the filing?

The shares were acquired as Restricted Stock Units on 04/18/2023 (371 shares), 07/18/2023 (2,470 shares), and 05/02/2024 (823 shares), totaling 3,664 shares.

Has the filer sold other Tempus AI shares recently?

Yes. The filing shows sales of 8,415 shares on 05/20/2025 for $531,918.03 and 51,317 shares on 06/16/2025 for $3,723,602.63.

What broker is handling the proposed sale in the Form 144?

The proposed sale is through Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, 8th Floor, New York, NY 10004.

Does the Form 144 include a certification about material nonpublic information?

Yes. The filer signs the notice representing they do not know of any material adverse information about the issuer that has not been publicly disclosed.