[144] Tempus AI, Inc. SEC Filing

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) Form 144 shows proposed sale of 5,398 Class A common shares through Morgan Stanley Smith Barney LLC on 08/19/2025 with an aggregate market value of $423,473.10. The filing identifies the shares as originating from restricted stock units issued between 04/27/2022 and 05/02/2024 totaling 5,398 shares. Recent sales by the same person, Andrew Polovin, are disclosed: total sales of 9,797 shares on 05/20/2025 for $619,275.23, 10b5-1 sales of 7,755 shares on 05/20/2025 for $494,085.01, and 1,423 shares on 06/16/2025 for $102,640.99. The filer certifies no undisclosed material adverse information and notes potential use of a 10b5-1 plan.

Insights

Financial Analyst

TL;DR: Small, routine insider disposition from vested RSUs; limited market impact given share count relative to outstanding shares.

The filing documents a proposed Rule 144 sale of 5,398 Class A shares totaling $423,473.10 and shows prior dispositions in May and June 2025. The shares originate from restricted stock units granted across 2022–2024, indicating these are vested compensatory awards being liquidated rather than new transfers from third parties. From an equity-supply standpoint, 5,398 shares versus 168,683,769 outstanding represents a de minimis percentage, so the transaction is unlikely to meaningfully affect float or valuation. Record of 10b5-1 sales suggests the disposals may follow a pre-established trading plan, which can mitigate concerns about opportunistic timing.

Corporate Governance Expert

TL;DR: Compliance-focused filing showing insider adherence to Rule 144 and disclosure norms; noteworthy only for transparency.

The Form 144 provides required disclosure for proposed sale and traces acquisition of the sold shares to restricted stock units granted by the issuer. The inclusion of past 10b5-1 sales and the signer’s certification about non-possession of undisclosed material information align with standard governance and insider trading controls. No departures from disclosure norms or governance red flags are apparent in the document itself.

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	5398	423473.1	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	04/27/2022	Restricted Stock Units	Issuer			1711	04/27/2022	N/A
Class A Common Stock	04/18/2023	Restricted Stock Units	Issuer			583	04/18/2023	N/A
Class A Common Stock	07/18/2023	Restricted Stock Units	Issuer			2328	07/18/2023	N/A
Class A Common Stock	05/02/2024	Restricted Stock Units	Issuer			776	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
ANDREW POLOVIN c/o Tempus AI, Inc. 600 WEST CHICAGO AVENUE, Suite 510 Chicago IL 60654	Class A Common Stock	05/20/2025	9797	619275.23
10b5-1 Sales for ANDREW POLOVIN c/o Tempus AI, Inc. 600 WEST CHICAGO AVENUE, Suite 510 Chicago IL 60654	Class A Common Stock	05/20/2025	7755	494085.01
10b5-1 Sales for ANDREW POLOVIN c/o Tempus AI, Inc. 600 WEST CHICAGO AVENUE, Suite 510 Chicago IL 60654	Class A Common Stock	06/16/2025	1423	102640.99

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)