Tempus AI, Inc.
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
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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, 2026 · Filed Nov 2, 2026
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Item 5. Other Information
Disclosure of Trading Arrangements
During the fiscal quarter ended September 30, 2026, 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, Ph.D., Director | Adoption(1) | August 7, 2026 | X | To be determined(2) | November 15, 2027 | |
| Andrew Polovin, Executive Vice President, Chief Legal Officer and Secretary | Adoption(1) | August 25, 2026 | X | To be determined(3) | November 30, 2027 | |
- 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) an aggregate of 8,616 shares of Class A common stock to be received upon vesting of RSUs and (ii) up to an aggregate 3,176 shares of Class A common stock to be received upon vesting of RSUs, less the number of shares sold pursuant to Dr. Doudna’s Rule 10b5-1 trading plan adopted on August 12, 2025. Accordingly, the aggregate maximum number of shares that may be sold pursuant to this trading arrangement is dependent on the amount of shares sold under the prior 10b5-1 trading plan, and, therefore, is indeterminable at this time.
(3)
This Rule 10b5-1 trading plan provides for sales of (i) an aggregate of 16,158 shares of Class A common stock to be received upon vesting of RSUs and time-vesting PSUs, (ii) up to 2,951 shares of Class A common stock to be received upon vesting of RSUs, less the number of shares sold pursuant to Mr. Polovin’s Rule 10b5-1 trading plan adopted on August 12, 2025 and (iii) up to 100% of the net number of shares of Class A common stock to be received upon vesting of an aggregate of 65,475 RSUs and an indeterminable number of PSUs, 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 (i) the amount of shares sold under the prior 10b5-1 trading plan, (ii) the number of shares received in accordance with the performance vesting criteria of the PSUs and (iii) the amount of tax withholding required upon the vesting of RSUs and PSUs, and, therefore, is indeterminable at this time.
Chairman of Ambry Genetics Corp.
Effective November 1, 2026, Tom Schoenherr was appointed to serve as Chairman of our wholly-owned subsidiary, Ambry Genetics Corp., and will no longer serve as Chief Executive Officer, Diagnostics as of that date.
Equity Award
The Compensation Committee of the Company's Board of Directors approved a grant, effective November 2, 2026, of 100,000 restricted stock units to Ryan Fukushima, CEO, Data & Apps, which will vest in eight equal quarterly installments beginning on January 15, 2027.
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