Tempus AI Inc

Disclosure of Trading Arrangements

During the fiscal quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as set forth in the table below. Sales under each of the following plans will not commence until, at the earliest, the expiration of lock-up restrictions in connection with our IPO.

*Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

**“Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(1)

Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on June 14, 2024 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. See "Item 5 — Other Information — Disclosure of Trading Arrangements" in our Form 10-Q for the Quarter Ended June 30, 2024 for a description of the written plans adopted on June 14, 2024.

(2)

This Rule 10b5-1 trading plan provides for sales of (i) up to 115,884 shares of Class A common stock, plus (ii) up to approximately 96.7% (calculated on a weighted-average basis) of the net number of shares received upon vesting of an aggregate of 60,562 RSUs, after giving effect to the withholding or sale of a portion of such shares to satisfy tax withholding obligations. Accordingly, the aggregate maximum number of shares that may be sold pursuant to this trading arrangement is dependent on the amount of tax withholding required upon the vesting of RSUs, and, therefore, is indeterminable at this time.

(3)

This Rule 10b5-1 trading plan provides for sales of (i) up to 114,805 shares of Class A common stock, plus (ii) up to 100% of the net number of shares received upon vesting of an aggregate of 67,083 RSUs, after giving effect to the withholding or sale of a portion of such shares to satisfy tax withholding obligations. Accordingly, the aggregate maximum number of shares that may be sold pursuant to this trading arrangement is dependent on the amount of tax withholding required upon the vesting of RSUs, and, therefore, is indeterminable at this time.

Equity Award

On November 1, 2024, the Compensation Committee of the Board of Directors of the Company approved the award of 30,000 restricted stock units ("RSUs") to Jim Rogers, the Company's Chief Financial Officer, one fourth of which vest on the first anniversary of January 15, 2025, and 1/16 of which vest quarterly thereafter.