Tempus AI officer plans $2.1M tax-cover sale

Tempus AI, Inc. (TEM) received a Rule 144 notice from officer Ryan Fukushima covering potential sales of its Class A common stock.

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) received a Rule 144 notice from officer Ryan Fukushima covering potential sales of its Class A common stock. The notice relates to 41,095 shares, with an indicated aggregate market value of $2,122,145.80 and shows 175,390,967 shares of Class A common stock outstanding. The filing lists underlying awards including Restricted Stock Units and Performance Stock Units granted between 2022 and 2026. Disclosed sales during the past three months under 10b5-1 plans for another participant, Vanessa Kubo, total several tranches of Class A common stock. Tempus AI states the reported sales are mandated "sell to cover" transactions under its equity incentive plan to satisfy tax withholding obligations and are not discretionary trades by the reporting person.

Key Figures

Shares to be sold under Rule 144: 41,095 shares Aggregate market value of shares: $2,122,145.80 Shares outstanding: 175,390,967 shares +3 more

6 metrics

Shares to be sold under Rule 144 41,095 shares Class A common stock covered by the notice

Aggregate market value of shares $2,122,145.80 Value of 41,095 shares of Class A common stock covered

Shares outstanding 175,390,967 shares Class A common stock outstanding as reported in the notice

Approximate date of sale 08/18/2026 Proposed date for Rule 144 sale

10b5-1 sale on 07/08/2026 33,284 shares; $1,910,172.09 Class A common stock sold for Vanessa Kubo under 10b5-1

10b5-1 sale on 08/03/2026 23,818 shares; $1,100,036.71 Class A common stock sold for Vanessa Kubo under 10b5-1

Key Terms

Rule 144, 10b5-1, Restricted Stock Units, Performance Stock Units, +2 more

6 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.

10b5-1 regulatory

"10b5-1 Sales for VANESSA KUBO 600 West Chicago Avenue"

A 10b5-1 plan is a pre-set schedule that lets company insiders buy or sell shares according to written instructions made when they do not possess material, nonpublic information. Think of it as a timed automatic payment for stock trades: it helps insiders avoid accusations of trading on secret information and gives outside investors a clearer signal about whether sales are routine or potentially informative about the company’s prospects.

Restricted Stock Units financial

"Class A Common Stock | 01/03/2022 | 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 | 08/07/2026 | 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

"by the Issuer's election under its equity incentive plan to require"

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 financial

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

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

FAQ

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

What does the Form 144 filing for Tempus AI (TEM) by Ryan Fukushima disclose?

It discloses a planned Rule 144 sale notice for 41,095 shares of Tempus AI Class A common stock. The company explains these sales are mandated "sell to cover" transactions under its equity incentive plan to satisfy tax withholding obligations.

How many Tempus AI (TEM) shares are covered by this Rule 144 notice and what is their value?

The notice covers 41,095 shares of Class A common stock with an aggregate market value of $2,122,145.80. It also reports that 175,390,967 shares of Class A common stock are outstanding as a baseline figure.

What types of equity awards underlie the Tempus AI (TEM) Form 144 for Ryan Fukushima?

The filing lists Restricted Stock Units granted on several dates from 2022 to 2024 and Performance Stock Units dated 08/07/2026. These equity awards give rise to shares that may be sold pursuant to the Rule 144 notice.

Are the Tempus AI (TEM) sales in this Form 144 discretionary trades by Ryan Fukushima?

No. Tempus AI states the sales are mandated by its equity incentive plan to satisfy tax withholding via "sell to cover" transactions. The company specifies that these do not represent discretionary trades by the reporting person.

What recent 10b5-1 sales related to Tempus AI (TEM) are mentioned in the filing?

The filing lists several 10b5-1 sales for Vanessa Kubo, including tranches such as 33,284 shares on 07/08/2026 and 23,818 shares on 08/03/2026, with disclosed total dollar proceeds for each trade.

What is the approximate date of sale indicated in the Tempus AI (TEM) Form 144?

The notice indicates an approximate sale date of 08/18/2026 for the shares covered. This is the date associated with the proposed Rule 144 disposition of Tempus AI Class A common stock listed in the filing.

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

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Available on EDGAR 08/19/2026 - 05:01 PM Accepted by SEC EDGAR 08/19/2026 - 05:01 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	0002024250
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	Ryan Fukushima
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	41095	2122145.8	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	01/03/2022	Restricted Stock Units	Issuer			1730	01/03/2022	N/A
Class A Common Stock	04/18/2023	Restricted Stock Units	Issuer			577	04/18/2023	N/A
Class A Common Stock	07/18/2023	Restricted Stock Units	Issuer			5765	07/18/2023	N/A
Class A Common Stock	08/01/2024	Restricted Stock Units	Issuer			2307	08/01/2024	N/A
Class A Common Stock	08/07/2026	Performance Stock Units	Issuer			30716	08/07/2026	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
10b5-1 Sales for VANESSA KUBO 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common Stock	08/07/2026	20000	1000815.13
10b5-1 Sales for VANESSA KUBO 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common Stock	08/03/2026	23818	1100036.71
10b5-1 Sales for VANESSA KUBO 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common Stock	07/08/2026	33284	1910172.09
10b5-1 Sales for VANESSA KUBO 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common Stock	07/06/2026	10000	600000.00

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