Resale of 1.27M Tempus AI (NASDAQ: TEM) shares backed by legal opinion

Rhea-AI Filing Summary

Tempus AI, Inc. filed a prospectus supplement covering the resale of up to 1,268,033 shares of its Class A common stock. These shares may be sold from time to time by the selling stockholders named in the prospectus supplement, rather than by the company itself. The company previously put in place an automatic shelf registration statement on Form S-3 that allows these types of resales.

In this report, Tempus AI is providing a legal opinion from its counsel, Brownstein Hyatt Farber Schreck, LLP, confirming the legality of the Class A common stock covered by the prospectus supplement. The filing also includes the related consent from the law firm and an Inline XBRL version of the cover page for regulatory compliance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

Tempus AI, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-42130		47-4903308
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

600 West Chicago Avenue, Suite 510

Chicago, Illinois 60654

(Address of principal executive offices) (Zip Code)

800 976-5448

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		TEM		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 8, 2025, Tempus AI, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3 (File No. 333-289398). On August 27, 2025, the Company filed with the SEC a prospectus supplement (the “Prospectus Supplement”) covering the resale of up to 1,268,033 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), by the selling stockholders referenced in the Prospectus Supplement. The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Brownstein Hyatt Farber Schreck, LLP, regarding the legality of the Class A common stock covered by the Prospectus Supplement, which opinion is attached here to as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

		Exhibit Number				Description
			5.1			Opinion of Brownstein Hyatt Farber Schreck, LLP.
			23.1			Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1).
			104			Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 27, 2025

Tempus AI, Inc.
By:		/s/ James Rogers
		Name:		James Rogers
		Title:		Chief Financial Officer

FAQ

What did Tempus AI (TEM) disclose in this 8-K?

Tempus AI disclosed that it filed a prospectus supplement covering the resale of up to 1,268,033 shares of its Class A common stock and is providing a related legal opinion from its counsel.

How many Tempus AI shares are covered by the prospectus supplement?

The prospectus supplement covers the resale of up to 1,268,033 shares of Tempus AI’s Class A common stock.

Who is selling the Tempus AI shares covered by the prospectus supplement?

The shares may be sold by the selling stockholders referenced in the prospectus supplement, not directly by Tempus AI.

What is the purpose of the automatic shelf registration statement mentioned by Tempus AI?

Tempus AI filed an automatic shelf registration statement on Form S-3 to register securities, and the prospectus supplement uses that registration to cover resales of Class A common stock by selling stockholders.

What legal documents are attached to Tempus AI’s 8-K?

The 8-K attaches a legal opinion from Brownstein Hyatt Farber Schreck, LLP as Exhibit 5.1, a related consent as Exhibit 23.1, and an Inline XBRL-formatted cover page as Exhibit 104.

Does this Tempus AI filing create new securities?

The filing relates to the resale of existing Class A common stock by selling stockholders under a prospectus supplement, rather than creating a new class of securities.