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

Rhea-AI Filing Summary

Eric P. Lefkofsky, CEO, Chairman and director of Tempus AI, Inc. (TEM), reported sales on 08/19/2025 to satisfy statutory tax withholding on vested restricted stock units. The Form 4 shows two reported disposals: 17,033 shares at a weighted-average price of $74.63 and 425 shares at $75.61. The filing states these were mandatory "sell-to-cover" transactions under the issuer's equity plans and not discretionary sales by the reporting person. The report also lists extensive remaining beneficial ownership, including direct holdings above 2.02 million shares and multiple indirect holdings through entities and trusts (amounts shown in the filing). The filing is signed by an attorney-in-fact on 08/21/2025.

Positive

• Sale explicitly disclosed as a mandatory "sell-to-cover" for RSU tax withholding
• Weighted-average price range and offer to provide detailed per-price execution data
• Detailed disclosure of substantial remaining direct and indirect beneficial ownership
• Form 4 filed and signed (record of compliance with Section 16 reporting)

Negative

• Reported disposals of 17,033 and 425 Class A common shares on 08/19/2025

Insights

Securities/Fundamental Analyst

TL;DR: Routine sell-to-cover tax withholding sales by a major insider; no indication of discretionary liquidation.

The Form 4 documents a non-discretionary disposition of 17,033 and 425 Class A common shares on 08/19/2025 to satisfy statutory tax withholding tied to RSU vesting. The filing explicitly states the sales were mandated by the issuer's election and provides weighted-average prices. From a fundamental perspective, these transactions do not indicate a change in the insider's investment stance and the reporting person retains material direct and indirect ownership positions across multiple entities and trusts, which remain disclosed in detail.

Corporate Governance / Insider Transactions Expert

TL;DR: Filing meets disclosure expectations for insider tax-withholding sales and clarifies control relationships.

The report complies with Section 16 reporting requirements and includes explanatory footnotes: the sale mechanism (sell-to-cover), the weighted-average price range, and the reporting person's control or trustee relationships with several LLCs and a family trust. The filing enhances transparency by pledging to provide breakdowns of per-price executions on request. These details are useful for governance oversight and for confirming that the disposals were procedural rather than opportunistic.

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

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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).

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)
08/19/2025

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	08/19/2025		S(1)		17,033	D	$74.63(2)	2,020,467	D
Class A Common Stock	08/19/2025		S(1)		425	D	$75.61	2,020,042	D
Class A Common Stock								9,274,033	I	By Gray Media, LLC(3)
Class A Common Stock								18,135,469	I	By Blue Media, LLC(3)
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. 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 $74.36 to $75.2673 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 range set forth in this footnote.

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.

	/s/ Andrew Polovin, Attorney-in-Fact	08/21/2025
	** 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).
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FAQ

What did Eric Lefkofsky report on Form 4 for TEM?

He reported disposals of 17,033 shares at a weighted-average price of $74.63 and 425 shares at $75.61 on 08/19/2025, described as mandatory sell-to-cover transactions for RSU tax withholding.

Were the sales discretionary or mandatory according to the filing?

The filing states the sales were mandated by the issuer's election under its equity incentive plans and do not represent discretionary sales by the reporting person.

How much Class A common stock does the reporting person still beneficially own?

The filing lists direct holdings of 2,020,467 and 2,020,042 shares after the reported transactions and multiple indirect holdings (e.g., 9,274,033 shares by Gray Media, LLC; 18,135,469 by Blue Media, LLC; and 10,000,000 in a family GRAT).

What entities hold shares indirectly for the reporting person?

Indirect holdings are reported via Gray Media, LLC; Blue Media, LLC; Black Media, LLC; 346 Long LLC; Lefkofsky Family 2025 GRAT; and Lefkofsky Family Foundation.

What prices were the sold shares executed at?

The filing reports a weighted-average price of $74.63 for the 17,033-share disposal and $75.61 for the 425-share disposal; the larger block was sold across prices ranging from $74.36 to $75.2673.

Who signed the Form 4 and when?

The Form 4 was signed by Andrew Polovin, Attorney-in-Fact, on 08/21/2025.