Tempus AI (TEM) CEO’s entities sell 166,250 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Tempus AI, Inc. CEO and Chairman Eric Lefkofsky reported indirect open-market sales of 166,250 shares of Class A Common Stock through entities he manages. The trades were executed under a Rule 10b5-1 trading plan adopted on March 4, 2025.

Blue Media, LLC sold 27,570 shares at a weighted average price of $51.52 and 105,430 shares at $51.03. Gray Media, LLC sold 6,890 shares at a weighted average price of $51.52 and 26,360 shares at $51.03, with individual trade prices ranging from $50.40 to $51.91.

Following these sales, Blue Media, LLC held 15,684,039 shares and Gray Media, LLC held 8,848,673 shares, all reported as indirect holdings. The filing also lists other indirect positions via foundations, LLCs and a 2025 GRAT, plus 2,253,056 shares held directly.

Insights

Equity analyst

Pre-planned insider sales total 166,250 shares, while large indirect stakes remain.

Eric Lefkofsky, CEO and Chairman of Tempus AI, reported indirect open-market sales of 166,250 Class A shares through Blue Media, LLC and Gray Media, LLC. All four sale entries use code “S”, indicating standard open-market or private sale transactions.

A footnote states these trades were made under a Rule 10b5-1 trading plan adopted on March 4, 2025, signaling they were pre-scheduled rather than timed opportunistically. Prices were reported on a weighted-average basis, with underlying trades spanning roughly the $50.40–$51.91 range.

Post-transaction, Blue Media, LLC still holds 15,684,039 shares and Gray Media, LLC holds 8,848,673 shares, alongside 2,253,056 shares held directly and additional indirect positions via foundations and a 2025 GRAT. Given the remaining multi-million-share stakes and pre-planned nature, this filing appears as a routine liquidity event rather than a thesis-changing move.

Insider Trade Summary 10b5-1

Net Seller: 166,250 shares ($8,500,623)

Net Sell 10 txns

Insider LEFKOFSKY ERIC P

Role CEO and Chairman

Sold 166,250 shs ($8.50M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	26,360	$51.03	$1.35M
Sale	Class A Common Stock	6,890	$51.52	$355K
Sale	Class A Common Stock	105,430	$51.03	$5.38M
Sale	Class A Common Stock	27,570	$51.52	$1.42M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 8,848,673 shares (Indirect, By Gray Media, LLC); Class A Common Stock — 2,253,056 shares (Direct, null)

Footnotes (1)

1. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.40 to $51.39 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) and (4). 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, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.40 to $51.91 inclusive.

Key Figures

Total shares sold: 166,250 shares Blue Media sale 1: 27,570 shares at $51.52 Blue Media sale 2: 105,430 shares at $51.03 +5 more

8 metrics

Total shares sold 166,250 shares Net open-market sales reported in this Form 4

Blue Media sale 1 27,570 shares at $51.52 Class A Common Stock, weighted-average price

Blue Media sale 2 105,430 shares at $51.03 Class A Common Stock, weighted-average price

Gray Media sale 1 6,890 shares at $51.52 Class A Common Stock, weighted-average price

Gray Media sale 2 26,360 shares at $51.03 Class A Common Stock, weighted-average price

Blue Media holdings after 15,684,039 shares Indirect Class A holdings following transactions

Gray Media holdings after 8,848,673 shares Indirect Class A holdings following transactions

Direct holdings after 2,253,056 shares Direct Class A holdings reported for Lefkofsky

Key Terms

Rule 10b5-1 trading plan, weighted average price, GRAT, Class A Common Stock, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

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

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.40 to $51.39 inclusive."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

GRAT financial

"The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT."

Class A Common Stock financial

"security_title: "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

open-market sale financial

"transaction_action: "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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 ILLINOIS 60654

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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

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

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

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	04/28/2026		S(1)		26,360	D	$51.03(2)	8,848,673	I	By Gray Media, LLC(3)
Class A Common Stock	04/28/2026		S(1)		6,890	D	$51.52(4)	8,841,783	I	By Gray Media, LLC(3)
Class A Common Stock	04/28/2026		S(1)		105,430	D	$51.03(2)	15,684,039	I	By Blue Media, LLC(3)
Class A Common Stock	04/28/2026		S(1)		27,570	D	$51.52(4)	15,656,469	I	By Blue Media, LLC(3)
Class A Common Stock								2,253,056	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								832,131	I	By Lefkofsky Family Foundation(3)
Class A Common Stock								250,000	I	By Vas.org 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 $50.40 to $51.39 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) and (4).

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, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org 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 $51.40 to $51.91 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	04/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

How many Tempus AI (TEM) shares did Eric Lefkofsky’s entities sell in this Form 4?

The filing reports that entities associated with Eric Lefkofsky sold 166,250 shares of Tempus AI Class A Common Stock. These consisted of four open-market sale transactions executed by Blue Media, LLC and Gray Media, LLC at weighted-average prices around $51 per share.

Through which entities were the Tempus AI (TEM) insider sales executed?

The sales were executed indirectly through Blue Media, LLC and Gray Media, LLC. Lefkofsky is described as the sole manager of these LLCs. Other entities like foundations, a GRAT and additional LLCs are listed for holdings but are not tied to the sale transactions here.

What prices were received for the Tempus AI (TEM) shares sold in this filing?

The filing shows weighted-average sale prices of $51.52 and $51.03 per share. Footnotes explain that individual trades occurred in ranges from $50.40 to $51.39 and from $51.40 to $51.91, all within those reported averages.

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

Yes. A footnote states the transaction “was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.” Such plans pre-schedule trades, making the timing more routine and less indicative of short-term views on the stock.

How many Tempus AI (TEM) shares do Blue Media and Gray Media hold after the reported sales?

After the reported sales, Blue Media, LLC holds 15,684,039 shares of Class A Common Stock and Gray Media, LLC holds 8,848,673 shares. Both are reported as indirect holdings associated with Eric Lefkofsky through his role as sole manager of each LLC.

What direct Tempus AI (TEM) holdings does Eric Lefkofsky report in this Form 4?

Besides indirect positions, the filing lists 2,253,056 shares of Tempus AI Class A Common Stock as held directly. Additional indirect holdings are reported via Vas.org Foundation, Lefkofsky Family Foundation, a 2025 GRAT, Black Media, LLC and 346 Long LLC, showing a broad ownership structure.