[144] Tempus AI, Inc. SEC Filing

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) filed a Form 144 notifying a proposed sale of 332,500 Class A common shares through J.P. Morgan Securities LLC with an aggregate market value of $27,973,225, to be sold on 09/25/2025 on Nasdaq. The filing lists the issuer and multiple acquisition lots for the shares, including stock compensation and direct investments dated between 2016 and 2024. The form also discloses several sales by related parties in the prior three months, including individual transactions on 07/28/2025, 08/19/2025, and 08/27/2025. The signer certifies no undisclosed material adverse information and references Rule 10b5-1 procedures if applicable.

Positive

• Clear compliance disclosure of proposed sale details including broker, share count, market value, and planned sale date
• Acquisition history provided showing provenance of the shares (stock compensation and direct investments)
• Recent sales disclosed for the prior three months, improving transparency about insider liquidity

Negative

• Insider/affiliated selling activity is evident with multiple sizeable dispositions reported in the past three months
• No information provided in the filing about whether a Rule 10b5-1 trading plan is in place (date not indicated)

Insights

Securities/Insider Transactions Analyst

TL;DR: Insider-related holders plan to sell 332,500 Class A shares via J.P. Morgan; several sizable insider sales occurred in prior three months.

The Form 144 outlines a proposed market sale of 332,500 Class A shares with an indicated aggregate market value of $27,973,225, scheduled through J.P. Morgan on Nasdaq. The filing documents acquisition dates and types, including stock compensation on 06/14/2024 and multiple direct investments back to 2016. The record of sales during the past three months shows multiple dispositions by named accounts, demonstrating recent liquidity events by insiders or affiliated entities. The filing includes the standard representation regarding absence of undisclosed material adverse information and notes potential reliance on Rule 10b5-1 if a trading plan exists.

Corporate Governance Specialist

TL;DR: Routine insider disclosure; provides transparency on provenance of shares and recent insider sales but no new operational information.

The Form 144 provides the necessary disclosure for a proposed sale under Rule 144: broker identity, class of shares, acquisition history, and recent dispositions. Acquisition entries specify stock compensation and multiple direct investments, which clarifies that the shares originate from both compensation and purchases. The document is procedural and focuses on compliance and transparency rather than operational or financial developments for the issuer.

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

Relationship to Issuer

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	J.P. Morgan Securities LLC 390 Madison Avenue - 6th Floor New York NY 10017	332500	27973225	168683769	09/25/2025	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	06/14/2024	Stock Compensation	Issuer			55329	06/14/2024	Compensation
Class A Common	06/14/2024	Direct Investment	Issuer			2150	06/14/2024	Cash
Class A Common	03/05/2020	Direct Investment	Issuer			17642	03/05/2020	Cash
Class A Common	04/22/2022	Direct Investment	Issuer			183343	04/22/2022	Cash
Class A Common	12/02/2016	Direct Investment	Issuer			7536	12/02/2016	Cash
Class A Common	09/14/2017	Direct Investment	Issuer			66500	09/14/2017	Cash

* 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
Eric Lefkofsky Care of Tempus AI, Inc 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common	08/19/2025	17458	1369580.1
Blue Media, LLC Care of Tempus AI, Inc 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common	07/28/2025	133000	8361451.85
Blue Media, LLC Care of Tempus AI, Inc 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common	08/27/2025	266000	19710290
Gray Media, LLC Care of Tempus AI, Inc 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common	07/28/2025	33250	2090362.96
Gray Media, LLC Care of Tempus AI, Inc 600 West Chicago Avenue, Suite 510 Chicago IL 60654	Class A Common	08/27/2025	66500	4927572

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 Tempus AI's Form 144 disclose about the proposed sale of TEM shares?

The Form 144 discloses a proposed sale of 332,500 Class A common shares through J.P. Morgan Securities LLC with an aggregate market value of $27,973,225, to be sold on 09/25/2025 on Nasdaq.

Who is the broker handling the proposed sale in the Form 144 for TEM?

The filing identifies J.P. Morgan Securities LLC as the broker, located at 390 Madison Avenue, New York, NY.

What is the origin of the shares to be sold according to the Form 144?

The acquisition table lists shares obtained via stock compensation (06/14/2024) and multiple direct investments with acquisition dates from 2016 through 2024.

Were there recent sales of TEM shares by related parties before this Form 144?

Yes; the filing lists several sales in the prior three months by named accounts, including transactions on 07/28/2025, 08/19/2025, and 08/27/2025.

Does the Form 144 state whether the seller has undisclosed material information or a 10b5-1 plan?

The signer represents they do not know any undisclosed material adverse information and references Rule 10b5-1 if a written trading plan or instructions were adopted, but no plan adoption date is provided in the filing.