TEM insider files Form 4: 10b5-1 sales and updated holdings

Rhea-AI Filing Summary

Tempus AI (TEM) reported insider transactions on Form 4. The reporting person, who is a Director, CEO and Chairman, and 10% owner, executed open‑market sales of Class A Common Stock on 10/28/2025 pursuant to a Rule 10b5‑1 trading plan adopted on March 4, 2025. Tranches were sold at weighted average prices of $87.42, $88.59, $89.50, $90.28, and $91.55, with underlying trade ranges disclosed in the footnotes. Sales were made indirectly through Gray Media, LLC and Blue Media, LLC.

Following the reported transactions, beneficial ownership reported includes: 9,074,532 shares indirectly by Gray Media, LLC and 17,337,470 shares indirectly by Blue Media, LLC. Additional reported holdings include 2,037,500 shares direct, 406 shares indirectly by 346 Long LLC, 10,000,000 shares indirectly by the Lefkofsky Family 2025 GRAT, 206 shares indirectly by Black Media, LLC, and 332,131 shares indirectly by the Lefkofsky Family Foundation.

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
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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)
10/28/2025

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	10/28/2025		S(1)		8,990	D	$87.42(2)	9,132,042	I	By Gray Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		17,622	D	$88.59(4)	9,114,420	I	By Gray Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		30,190	D	$89.5(5)	9,084,230	I	By Gray Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		8,723	D	$90.28(6)	9,075,507	I	By Gray Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		975	D	$91.55(7)	9,074,532	I	By Gray Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		35,990	D	$87.42(2)	17,567,480	I	By Blue Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		70,472	D	$88.59(4)	17,497,008	I	By Blue Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		120,794	D	$89.5(5)	17,376,214	I	By Blue Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		34,841	D	$90.28(6)	17,341,373	I	By Blue Media, LLC(3)
Class A Common Stock	10/28/2025		S(1)		3,903	D	$91.55(7)	17,337,470	I	By Blue Media, LLC(3)
Class A Common Stock								2,037,500	D
Class A Common Stock								406	I	By 346 Long LLC(3)
Class A Common Stock								10,000,000	I	Lefkofsky Family 2025 GRAT(3)
Class A Common Stock								206	I	By Black Media, LLC(3)
Class A Common Stock								332,131	I	By Lefkofsky Family Foundation(3)

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

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.00 to $87.99 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), (4), (5), (6) and (7).

3. 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.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.03 to $89.02 inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.0257 to $90.0244 inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.03 to $90.99 inclusive.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.03 to $91.99 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	10/30/2025
	** 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 did Tempus AI (TEM) disclose in this Form 4?

Open-market sales of Class A Common Stock on 10/28/2025 by a reporting person who is Director, CEO and Chairman, and a 10% owner, under a Rule 10b5‑1 plan.

Were the TEM insider sales under a 10b5-1 plan?

Yes. The filing states the trades were made pursuant to a Rule 10b5‑1 trading plan adopted on March 4, 2025.

At what prices were TEM shares sold on 10/28/2025?

Weighted average prices were $87.42, $88.59, $89.50, $90.28, and $91.55, with specified intra‑range prices in the footnotes.

Which entities executed the reported TEM sales?

Sales were reported as indirect transactions by Gray Media, LLC and Blue Media, LLC.

What are the post-transaction holdings for Gray Media and Blue Media?

Beneficially owned following the transactions: 9,074,532 shares by Gray Media, LLC and 17,337,470 shares by Blue Media, LLC.

What other TEM holdings were reported by the insider?

Additional holdings include 2,037,500 direct shares; 406 via 346 Long LLC; 10,000,000 via the Lefkofsky Family 2025 GRAT; 206 via Black Media, LLC; and 332,131 via the Lefkofsky Family Foundation.