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

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Theodore J. Leonsis, a director of Tempus AI, Inc. (TEM), reported a sale of Class A common stock on 08/13/2025. The filing shows 44,000 shares disposed of at a reported price of $69.90 per share. After the transaction the report lists 86,756 shares held indirectly through the Theodore J. Leonsis Revocable Trust and 15,511 shares held directly by the reporting person. The form notes that certain shares were recharacterized following pro rata distributions by Revolution Growth GP III, LP, which changed the form of ownership but did not involve consideration. The filing was signed by an attorney-in-fact on 08/15/2025.

Positive

  • Timely and complete Section 16 disclosure showing date, quantity, and price of the transaction
  • Clear explanation that a portion of holdings changed form due to pro rata distributions rather than a cash transaction

Negative

  • Insider disposition of 44,000 Class A shares was reported, which reduces the reporting person\'s direct economic exposure

Insights

TL;DR: Director sold 44,000 TEM shares at $69.90; remaining holdings split between an indirect trust position and a direct holding.

This Form 4 documents a straightforward open-market disposition by a director rather than an option exercise or derivative transaction. The sale reduces the reporting person\'s direct economic exposure by 44,000 shares while leaving an indirect holding of 86,756 shares in a revocable trust and a direct holding of 15,511 shares. The explanation clarifies that some share counts changed due to pro rata distributions from an investment vehicle, not a cash transaction. For investors, this is a routine disclosure of insider selling activity with no additional financial metrics provided.

TL;DR: Disclosure is timely and typical; the transaction appears to be a routine disposition with ownership reclassification noted.

The filing clearly indicates the reporting person\'s relationship to the issuer as a director and provides the necessary detail on the sale date, quantity, and price. The explanatory note about pro rata distributions by Revolution Growth GP III, LP appropriately explains a change in ownership form without cash consideration. The signature by an attorney-in-fact is properly included. From a governance perspective, the filing meets Section 16 reporting requirements and supplies relevant context for the change in beneficial ownership.

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).
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*
Leonsis Theodore

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025
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 08/13/2025 S 44,000 D $69.9 86,756(1) I By Theodore J. Leonsis Revocable Trust
Class A Common Stock 15,511 D
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. Gives effect to pro rata distributions of shares by Revolution Growth GP III, LP ("RG GP III") to its general and limited partners, and the subsequent distribution of shares by the general partner to its members, in each case for no consideration, which represented a change in the form of the Reporting Person's ownership that was not required to be reported under Section 16. The Reporting Person is a member of the investment committee of the ultimate general partner of RG GP III.
/s/ Andrew Polovin, Attorney-in-Fact 08/15/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Theodore J. Leonsis report in the Form 4 for TEM?

He reported a sale of 44,000 Class A common shares on 08/13/2025 at a reported price of $69.90 per share.

How many TEM shares does Leonsis beneficially own after the reported transaction?

The filing lists 86,756 shares held indirectly via the Theodore J. Leonsis Revocable Trust and 15,511 shares held directly by the reporting person.

Why did the form mention Revolution Growth GP III, LP?

The filing explains pro rata distributions of shares by Revolution Growth GP III, LP and subsequent distributions by its general partner changed the form of ownership without consideration.

Who signed the Form 4 and when was it filed?

The form is signed by /s/ Andrew Polovin, Attorney-in-Fact and dated 08/15/2025 on the signature line.
Tempus AI

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Health Information Services
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United States
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