Tempus AI, Inc. SEC Filings

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.

Tempus AI, Inc. discloses that 125,404 shares of Class A common stock were issued under a Settlement and Release Agreement among MSK, Paige.AI and Tempus relating to intellectual property licensing and mutual claims releases. The prospectus supplement includes tables listing multiple selling stockholders with pre- and post-offering beneficial ownership figures, including several entries showing holdings in the low thousands to millions and asterisks for percentages deemed de minimis. The company describes three product lines: Genomics (sequencing and de-identified data commercialized as Insights and Trials), Data and Services, and AI Applications (diagnostics and clinical decision support). Based on market value as of June 30, 2025, Tempus expects to become a large accelerated filer and cease qualifying as an emerging growth company as of December 31, 2025.

Tempus AI, Inc. (TEM) filed a Form 144 notice showing an intended sale of 332,500 Class A common shares via J.P. Morgan Securities on 08/27/2025 listed on Nasdaq with an aggregate market value of $25,236,750. The filing discloses acquisition lots: 41,401; 103,897; 109,943; 10,759 shares all received as stock compensation in February 2025, and a 66,500-share direct cash purchase from September 14, 2017. The filing also lists multiple Class A sales in the prior three months by Eric Lefkofsky, Blue Media, LLC and Gray Media, LLC with gross proceeds shown per sale.

Form 144 summary: The filing notifies a proposed sale of 20,000 shares of common stock of the issuer, with an aggregate market value of $1,516,650, expected to be sold on 08/26/2025 through Citigroup Global Markets Inc. The securities were acquired on 01/30/2025 as a venture capital distribution from Revolution Growth III, comprising 130,756 shares received and paid on that date. The issuer has 168,683,769 shares outstanding per the form. The filing also reports a prior sale in the past three months: Theodore Leonsis sold 44,000 shares on 08/13/2025 for $3,075,786.12. The signer certifies they are unaware of undisclosed material adverse information.

Andrew Polovin, EVP and General Counsel of Tempus AI, Inc. (TEM), reported sales of Class A common stock on 08/19/2025 to satisfy tax withholding on vested restricted stock units. The filing shows a sell-to-cover of 5,266 shares at a weighted-average price of $74.63 (individual trade prices ranged from $74.36 to $75.2673) and a separate sale of 132 shares at $75.61. After these mandated sales, the reporting person beneficially owned 132,056 shares. The Form 4 states the sales were required by the issuer's equity plan and were not discretionary trades by the reporting person.

Tempus AI EVP & Chief Admin & Legal Officer Erik Phelps reported two open-market sales of Class A Common Stock totaling 3,664 shares on August 19, 2025, at prices of $74.63 and $75.61 per share. The filing explains these shares were sold to cover statutory tax withholding on restricted stock unit vesting under a mandated “sell to cover” arrangement, rather than a discretionary sale, and Phelps continues to hold 94,115 shares directly.

Theodore J. Leonsis, a director of Tempus AI, Inc. (TEM), reported the sale of 44,000 shares of Class A common stock on 08/13/2025 at a weighted average price of $69.9 per share, with individual trade prices ranging from $69.49917 to $69.935.

After the reported disposition, the filing shows 86,756 shares beneficially owned indirectly (through the Theodore J. Leonsis Revocable Trust and related distributions) and 15,511 shares owned directly. The Form 4/A amends earlier reporting to disclose the price range and notes that certain pro rata distributions by Revolution Growth GP III, LP changed the form of ownership without consideration. The amendment is signed by an attorney-in-fact on behalf of the reporting person.

Eric P. Lefkofsky, CEO, Chairman and director of Tempus AI, Inc. (TEM), reported sales on 08/19/2025 to satisfy statutory tax withholding on vested restricted stock units. The Form 4 shows two reported disposals: 17,033 shares at a weighted-average price of $74.63 and 425 shares at $75.61. The filing states these were mandatory "sell-to-cover" transactions under the issuer's equity plans and not discretionary sales by the reporting person. The report also lists extensive remaining beneficial ownership, including direct holdings above 2.02 million shares and multiple indirect holdings through entities and trusts (amounts shown in the filing). The filing is signed by an attorney-in-fact on 08/21/2025.

Ryan Fukushima, Chief Operating Officer and director of Tempus AI, Inc. (TEM), reported sales of Class A common stock on 08/19/2025 to satisfy tax withholding on vested restricted stock units. The filing shows a sell-to-cover disposition of 17,035 shares at a weighted-average price of $74.63 and an additional sale of 425 shares at $75.61. After these transactions, Fukushima directly beneficially owned 839,180 shares (the filing lists 839,605 following the first sale and 839,180 following the second). He also reports 131,893 shares held indirectly by the Ryan Fukushima Irrevocable Family Trust and 145,000 shares indirectly held by his spouse. The filing states the sales were mandated by the issuer’s equity plan to satisfy minimum statutory tax withholding and were not discretionary sales by the reporting person.