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  4. [144] Tempus AI, Inc. SEC Filing

Tempus AI (NASDAQ: TEM) insider plans tax-cover share sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
144

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) is the issuer of Class A common stock for which Eric Paul Lefkofsky has filed a notice under Rule 144 to sell up to 132,591 shares through Morgan Stanley Smith Barney LLC. The notice ties part of the shares to restricted stock units and performance stock units previously granted by Tempus AI. It also lists multiple sales of Tempus AI Class A shares in the past three months by entities associated with Lefkofsky, including Blue Media, LLC, Gray Media, LLC, Lefkofsky Family Foundation, and Vas.org Foundation. The notice states that the reported sales are mandated sell-to-cover transactions to satisfy tax withholding obligations under Tempus AI’s equity incentive plan rather than discretionary trades by Lefkofsky.

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Shares to be sold under Rule 144 132,591 shares Class A Common Stock to be sold through Morgan Stanley Smith Barney LLC
Aggregate market value of planned sale $6,846,999.24 Aggregate market value of 132,591 Class A shares to be sold
Class A shares outstanding 175,390,967 shares Number of Class A Common Stock shares outstanding
Restricted stock units linked 17,295 units Restricted Stock Units in Class A Common Stock, grant date 06/13/2024
Performance stock units linked 115,296 units Performance Stock Units in Class A Common Stock, grant date 08/07/2025
Blue Media sale 07/28/2026 135,000 shares; $5,678,417.57 Class A Common Stock sold by Blue Media, LLC
Gray Media sale 07/28/2026 57,500 shares; $2,418,584.04 Class A Common Stock sold by Gray Media, LLC
Vas.org Foundation sale 07/28/2026 50,000 shares; $2,103,120.13 Class A Common Stock sold by Vas.org Foundation
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 | 06/13/2024 | 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.
equity incentive plan financial
"Issuer's election under its equity incentive plan to require the satisfaction"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
sell to cover transactions financial
"to be funded by sell to cover transactions and do not represent"

FAQ

What does Tempus AI (TEM) insider Eric Lefkofsky disclose in this Rule 144 notice?
Eric Paul Lefkofsky gives notice of intent to sell 132,591 shares of Tempus AI Class A common stock under Rule 144. The notice also reports recent sales by affiliated entities and explains that these are mandated sell to cover transactions for tax withholding.

How many Tempus AI (TEM) shares are covered by the planned Rule 144 sale?
The notice covers a proposed sale of 132,591 shares of Tempus AI Class A common stock. It lists an aggregate market value of $6,846,999.24 for these shares and notes that 175,390,967 shares of this class are outstanding.

What Tempus AI (TEM) equity awards are linked to the shares in this notice?
The notice links shares to 17,295 restricted stock units with a grant date of 06/13/2024 and 115,296 performance stock units with a grant date of 08/07/2025. Both awards identify Tempus AI as the issuer of the underlying Class A common stock.

Which affiliated entities have recently sold Tempus AI (TEM) shares and in what amounts?
Recent sellers include Blue Media, LLC, Gray Media, LLC, Lefkofsky Family Foundation, and Vas.org Foundation. For example, Blue Media sold 135,000 shares for $5,678,417.57 and Gray Media sold 57,500 shares for $2,418,584.04 on 07/28/2026.

Are the Tempus AI (TEM) share sales by Eric Lefkofsky discretionary trades?
The notice states the reported sales are not discretionary trades by Eric Lefkofsky. Instead, they are mandated by Tempus AI’s equity incentive plan to satisfy tax withholding obligations via sell to cover transactions on equity awards.

On which exchange are the Tempus AI (TEM) shares in this notice listed?
The Class A common stock covered by this notice is listed on NASDAQ. The shares are to be sold through Morgan Stanley Smith Barney LLC, Executive Financial Services, as disclosed in the Rule 144 securities information section.

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

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144: Filer Information

144: Issuer Information

144: Securities Information



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


* 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

144: Remarks and Signature

Source: View Original Filing on SEC EDGAR