Tempus AI (NASDAQ: TEM) flags 9,232-share sale to cover taxes

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) received a notice under Rule 144 that officer Thomas Edward Schoenherr plans to sell 9,232 shares of Class A Common Stock through Morgan Stanley Smith Barney LLC on or about 08/18/2026. These shares relate to vested Restricted Stock Units and Performance Stock Units, and the company states the sales are mandated "sell to cover" transactions to satisfy tax withholding obligations rather than discretionary trades by Schoenherr.

Key Figures

Shares to be sold: 9,232 shares Aggregate market value: $476,740.48 Shares outstanding: 175,390,967 shares +2 more

5 metrics

Shares to be sold 9,232 shares Class A Common Stock planned sale under Rule 144

Aggregate market value $476,740.48 Estimated value of 9,232 shares to be sold

Shares outstanding 175,390,967 shares Class A Common Stock reported as outstanding

RSU shares to be sold 8 shares Restricted Stock Units in Class A Common Stock vesting 10/23/2025

PSU shares to be sold 9,224 shares Performance Stock Units in Class A Common Stock vesting 08/07/2025

Key Terms

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

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 | 10/23/2025 | 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 financial

"funded by sell to cover transactions and do not represent discretionary trades"

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

What insider sale is disclosed for TEM in this Rule 144 notice?

Officer Thomas Edward Schoenherr plans to sell 9,232 shares of Tempus AI Class A Common Stock. The notice identifies Morgan Stanley Smith Barney LLC as broker, with sales expected on or about 08/18/2026 under Rule 144.

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

The planned sale covers shares with an aggregate market value of about $476,740.48. This value reflects the Rule 144 notice estimate for selling 9,232 shares of Tempus AI Class A Common Stock through the designated broker.

What is the purpose of Thomas Schoenherr’s planned TEM share sales?

The company states the sales are mandated “sell to cover” trades to fund tax withholding obligations. They arise from Tempus AI’s equity incentive plan elections and are described as not discretionary trades by the reporting person.

What Tempus AI equity awards underlie the shares in this Rule 144 filing for TEM?

The notice lists Restricted Stock Units and Performance Stock Units in Tempus AI Class A Common Stock. It identifies 8 RSU shares vesting on 10/23/2025 and 9,224 PSU shares vesting on 08/07/2025 as securities to be sold.

How many Tempus AI shares are outstanding compared with the planned Rule 144 sale?

The filing reports 175,390,967 shares of Tempus AI Class A Common Stock outstanding. The planned sale of 9,232 shares represents a small fraction of the reported outstanding share count.

Which broker is handling the planned Rule 144 sale of TEM shares?

The Rule 144 notice names Morgan Stanley Smith Barney LLC Executive Financial Services as broker. The broker’s office is identified at 1 New York Plaza in New York, with the shares listed for trading on NASDAQ.

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

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Available on EDGAR 08/19/2026 - 04:56 PM Accepted by SEC EDGAR 08/19/2026 - 04:56 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	0002113721
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	Thomas Edward Schoenherr
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	9232	476740.48	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	10/23/2025	Restricted Stock Units	Issuer			8	10/23/2025	N/A
Class A Common Stock	08/07/2025	Performance Stock Units	Issuer			9224	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

Nothing to Report

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