Tempus AI, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
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Item 5. Other Information
Disclosure of Trading Arrangements
During the fiscal quarter ended September 30, 2025, 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.
| Type of TradingArrangement | |||||
|---|---|---|---|---|---|
| Name and Position · Action · Date · Rule10b5-1* · Non-Rule10b5-1** · Total Shares ofClass A commonstock to be Sold · Expiration Date | |||||
| Jennifer A. Doudna, Director | Adoption(1) | August 12, 2025 | X | 10,376 | November 15, 2026 |
| Andrew Polovin, Executive Vice President, General Counsel and Secretary | Adoption(1) | August 12, 2025 | X | To Be Determined(2) | November 1, 2026 |
| James Rogers, Chief Financial Officer | Adoption(1) | September 11, 2025 | X | To Be Determined(3) | December 31, 2026 |
| Erik Phelps, Executive Vice President, Chief Administrative and Legal Officer and Assistant Secretary | Adoption(1) | September 15, 2025 | X | To Be Determined(4) | December 15, 2026 |
- 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)
Trading under this Rule 10b5-1 trading plan will not commence until completion of the required cooling off period under Rule 10b5-1.
(2)
This Rule 10b5-1 trading plan provides for sales of (i) 15,825 shares of Class A common stock and (ii) up to 100% of the net number of shares received upon vesting of an aggregate of 60,117 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) 11,056 shares of Class A common stock and (ii) up to 100% of the net number of shares received upon vesting of an aggregate of 109,217 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.
(4)
This Rule 10b5-1 trading plan provides for sales of (i) 24,198 shares of Class A common stock and (ii) up to 90% of the net number of shares received upon vesting of an aggregate of 45,834 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.
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