[Form 4] Tempus AI, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported insider stock transactions by its CEO, Chairman and 10% owner on a Form 4. On 11/18/2025, the reporting person sold 11,567 and 5,262 shares of Class A common stock at weighted average prices of $65.26 and $66.15. A footnote explains that one sale covered statutory tax withholding tied to vesting restricted stock units under a mandated “sell to cover” arrangement, rather than a discretionary sale.

On 11/20/2025, additional Class A common stock sales occurred under a Rule 10b5-1 trading plan, through entities including Gray Media, LLC and Blue Media, LLC, in multiple blocks such as 24,881 and 35,362 shares at weighted average prices ranging from about $65.59 to $72.20. After these trades, the reporting person holds 2,003,213 shares directly and large indirect positions, including 9,045,066 shares via Gray Media, LLC, 16,704,469 via Blue Media, LLC, 10,000,000 via the Lefkofsky Family 2025 GRAT, and 832,131 via the Lefkofsky Family Foundation.

Insights

Equity Ownership and Governance Analyst

CEO/Chairman and 10% owner reports a series of mostly pre-planned and tax-driven stock sales, while retaining a very large equity position.

The filing shows the CEO/Chairman, a **director and 10% owner** of **Tempus AI, Inc.**, selling Class A common stock on 11/18/2025 and 11/20/2025. A portion of the sales on 11/18/2025 covers statutory tax withholding tied to vesting of restricted stock units, described as a mandatory "sell to cover" under the equity incentive plan rather than a discretionary sale. The remaining reported sales occur through entities such as **Gray Media, LLC** and **Blue Media, LLC**, with prices reported as weighted averages in ranges around $64.72 to $72.40.

The filing identifies that the 11/20/2025 transactions were executed under a **Rule 10b5‑1 trading plan** adopted on March 4, 2025, signaling a pre-arranged selling program. After the transactions, the reporting person continues to hold very substantial indirect positions, including millions of shares held via **Gray Media, LLC**, **Blue Media, LLC**, **346 Long LLC**, **Black Media, LLC**, the **Lefkofsky Family Foundation**, and a **Lefkofsky Family 2025 GRAT**. The filing does not report any derivative securities activity in Table II.

Key items to monitor are future Forms 4 showing additional sales under the same Rule 10b5‑1 plan and any further changes among the related entities listed in footnote (6). The noted contribution from **Blue Media, LLC** to the **Lefkofsky Family Foundation** in footnote (14) also highlights ongoing intra‑family and charitable reallocation of holdings. The relevant time frame for tracking patterns is the period following 11/20/2025 while the disclosed trading plan remains in effect.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEFKOFSKY ERIC P

(Last) (First) (Middle)

C/O TEMPUS AI, INC.

600 WEST CHICAGO AVENUE, SUITE 510

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/18/2025		S(1)		11,567	D	$65.26(2)	2,008,475	D
Class A Common Stock	11/18/2025		S(1)		5,262	D	$66.15(3)	2,003,213	D
Class A Common Stock	11/20/2025		S(4)		6,221	D	$65.59(5)	9,068,312	I	By Gray Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		6,467	D	$66.33(7)	9,061,845	I	By Gray Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		1,913	D	$67.39(8)	9,059,932	I	By Gray Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		910	D	$68.38(9)	9,059,022	I	By Gray Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		2,041	D	$69.43(10)	9,056,981	I	By Gray Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		3,074	D	$70.58(11)	9,053,907	I	By Gray Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		8,841	D	$71.63(12)	9,045,066	I	By Gray Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		3,783	D	$72.2(13)	9,041,283	I	By Gray Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		24,881	D	$65.59(5)	16,812,588(14)	I	By Blue Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		25,866	D	$66.33(7)	16,786,722	I	By Blue Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		7,660	D	$67.39(8)	16,779,062	I	By Blue Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		3,640	D	$68.38(9)	16,775,422	I	By Blue Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		8,158	D	$69.43(10)	16,767,264	I	By Blue Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		12,295	D	$70.58(11)	16,754,969	I	By Blue Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		35,362	D	$71.63(12)	16,719,607	I	By Blue Media, LLC(6)
Class A Common Stock	11/20/2025		S(4)		15,138	D	$72.2(13)	16,704,469	I	By Blue Media, LLC(6)
Class A Common Stock								406	I	By 346 Long LLC(6)
Class A Common Stock								10,000,000	I	Lefkofsky Family 2025 GRAT(6)
Class A Common Stock								206	I	By Black Media, LLC(6)
Class A Common Stock								832,131(14)	I	By Lefkofsky Family Foundation(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.7216 to $65.685 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (5), (7), (8), (9), (10), (11), (12) and (13).

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.62 inclusive.

4. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.94 to $65.935 inclusive.

6. The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC and (iii) a trustee of Lefkofsky Family Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.94 to $66.935 inclusive.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.94 to $67.93 inclusive.

9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.94 to $68.835 inclusive.

10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.00 to $69.90 inclusive.

11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.05 to $71.04 inclusive.

12. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.065 to $72.06 inclusive.

13. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.065 to $72.40 inclusive.

14. Represents the number of shares owned after Blue Media, LLC contributed a portion of its shares to the Lefkofsky Family Foundation.

	/s/ Andrew Polovin, Attorney-in-Fact	11/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Tempus AI (TEM) disclose in this Form 4?

The filing shows the CEO, Chairman and 10% owner of Tempus AI, Inc. (TEM) selling Class A common stock on 11/18/2025 and 11/20/2025, including both direct sales and sales through controlled entities.

How many Tempus AI (TEM) shares did the insider sell on November 18, 2025?

On 11/18/2025, the reporting person sold 11,567 and 5,262 shares of Tempus AI Class A common stock at weighted average prices of $65.26 and $66.15, respectively.

What is the purpose of the Tempus AI insider sale labeled as tax withholding?

One 11/18/2025 sale represents shares sold to cover statutory tax withholding obligations from restricted stock unit vesting. The company’s equity plans require a mandated “sell to cover” transaction, so this sale is described as non-discretionary for the reporting person.

Were any Tempus AI (TEM) insider sales made under a Rule 10b5-1 plan?

Yes. A footnote states that the 11/20/2025 transactions were made under a Rule 10b5-1 trading plan adopted by the reporting person on March 4, 2025, covering multiple sales by entities such as Gray Media, LLC and Blue Media, LLC.

What are the reporting person’s Tempus AI holdings after the reported transactions?

After the reported trades, the reporting person holds 2,003,213 Tempus AI Class A shares directly and significant indirect holdings including 9,045,066 via Gray Media, LLC, 16,704,469 via Blue Media, LLC, 10,000,000 via the Lefkofsky Family 2025 GRAT, and 832,131 via the Lefkofsky Family Foundation, plus smaller positions through other entities.

At what price range were the Tempus AI (TEM) insider sales executed on November 20, 2025?

The 11/20/2025 sales were reported at weighted average prices in ranges such as $64.94 to $65.935, $65.94 to $66.935, and up to $72.065 to $72.40, with each block’s price given as a weighted average.