[144] Tempus AI, Inc. SEC Filing

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) submitted a Form 144 disclosing a proposed sale of 17,460 Class A common shares through Morgan Stanley Smith Barney, with an aggregate market value of $1,369,737, and an approximate sale date of 08/19/2025 on NASDAQ. Those shares reflect restricted stock units acquired from the issuer on 01/03/2022 (1,746), 04/18/2023 (583), 07/18/2023 (5,820), and 08/01/2024 (9,311), totaling 17,460 shares. The filer also reported insider sales in the past three months totaling 32,820 shares for $2,040,116.11, including a 10b5-1 plan sale of 20,000 shares on 06/03/2025. The notice includes the required representation that the seller is not aware of undisclosed material adverse information.

Positive

• Planned sale fully disclosed: 17,460 shares ($1,369,737) with broker and approximate sale date specified
• Acquisition history provided: All 17,460 shares are traced to RSUs granted between 2022 and 2024
• Recent trading transparency: Past three-month sales totaling 32,820 shares for $2,040,116.11, including a 10b5-1 plan sale

Negative

• Insider selling concentration: 32,820 shares sold in the past three months, representing notable insider liquidity

Insights

Securities Analyst

TL;DR: Routine Form 144 disclosing an insider sale of 17,460 shares and recent aggregated insider disposals totaling 32,820 shares (~$2.04M).

This filing documents a planned sale of 17,460 Class A shares valued at approximately $1.37M to be executed through Morgan Stanley on NASDAQ and ties those shares to restricted stock units issued between 2022 and 2024. The filing also records three recent insider transactions totaling 32,820 shares and roughly $2.04M in gross proceeds, including a 10b5-1 plan sale of 20,000 shares. From a market-impact perspective, the sizes disclosed are modest relative to large-capfloats but are relevant for short-term liquidity and insider supply.

Compliance/Risk Analyst

TL;DR: Compliance-focused disclosure appears complete: acquisition dates, sale amounts, broker, and 10b5-1 reference are provided.

The Form 144 includes required acquisition provenance for the shares (RSUs) and identifies the executing broker and planned sale date. It also contains the seller's standard certification about lack of undisclosed material information. The presence of an explicit 10b5-1 sale in the recent transactions is important for demonstrating prearranged trading activity; no omissions or irregularities are apparent within the provided text.

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	17460	1369737	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	01/03/2022	Restricted Stock Units	Issuer			1746	01/03/2022	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			5820	07/18/2023	N/A
Class A Common Stock	08/01/2024	Restricted Stock Units	Issuer			9311	08/01/2024	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
RYAN FUKUSHIMA 600 WEST CHICAGO AVENUE, Suite 510 CHICAGO IL 60654	Class A Common Stock	05/20/2025	7820	494307.59
10b5-1 Sales for RYAN FUKUSHIMA 600 WEST CHICAGO AVENUE, Suite 510 CHICAGO IL 60654	Class A Common Stock	06/03/2025	20000	1245808.52
Vanessa Kubo 600 WEST CHICAGO AVENUE, Suite 510 CHICAGO IL 60654	Class A Common Stock	07/07/2025	5000	300000

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 for TEM disclose about the planned sale?

The Form 144 discloses a proposed sale of 17,460 Class A common shares via Morgan Stanley with an aggregate market value of $1,369,737 and an approximate sale date of 08/19/2025.

How were the 17,460 shares acquired according to the filing?

The filing states the shares were received as restricted stock units (RSUs) issued by the company on 01/03/2022, 04/18/2023, 07/18/2023, and 08/01/2024.

What insider sales occurred in the past three months for TEM?

Three reported sales: 7,820 shares on 05/20/2025 for $494,307.59, a 10b5-1 sale of 20,000 shares on 06/03/2025 for $1,245,808.52, and 5,000 shares on 07/07/2025 for $300,000; total 32,820 shares and $2,040,116.11 gross proceeds.

Does the filing mention a trading plan or compliance statement?

Yes. The notice includes the seller's representation that they are not aware of any undisclosed material adverse information and references adoption of a written trading plan or instructions to satisfy Rule 10b5-1 where applicable.

Which broker is handling the proposed sale?

The broker named is Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, 8th Floor, New York, NY.