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

Rhea-AI Filing Summary

Tempus AI insider sales by Eric P. Lefkofsky completed under a Rule 10b5-1 plan. On 08/27/2025 Lefkofsky (CEO and Chairman) reported multiple open-market dispositions of Class A common stock executed pursuant to a March 4, 2025 10b5-1 trading plan. Reported sales occurred at weighted-average prices in four price ranges: $72.21–$73.20, $73.21–$74.20, $74.21–$75.20 and $75.21–$75.83, with specific weighted-average prices listed as $72.89, $73.81, $74.59 and $75.47.

Transactions on that date include a series of sales totaling several hundred thousand shares across entities he controls, with reported beneficial ownership balances after the sales listed for multiple entities (for example, 9,207,533, 17,869,469, and 18,110,360 shares for certain entities) and additional holdings such as 10,000,000 shares held in the Lefkofsky Family 2025 GRAT. The Form 4 is signed by an attorney-in-fact and includes explanations of grouping and pricing detail.

Positive

• Sales were executed under a documented Rule 10b5-1 trading plan, which provides an affirmative defense and transparency about timing.
• Form 4 discloses post-transaction beneficial ownership by entity, including specific share counts such as 10,000,000 in the Lefkofsky Family 2025 GRAT.

Negative

• Significant open-market dispositions occurred on 08/27/2025 across multiple entities, totaling several hundred thousand shares at prices up to $75.83.
• Large insider holdings remain concentrated across related entities, which could maintain high insider influence over the company.

Insights

Corporate Governance Expert

TL;DR: CEO sold shares under a pre-established 10b5-1 plan; transactions are disclosed and ownership remains concentrated.

The filing documents open-market sales by the CEO under a Rule 10b5-1 plan adopted March 4, 2025, which provides an affirmative defense to insider trading claims so long as the plan's conditions are met. The disclosure clearly identifies indirect holdings across multiple controlled entities and trusts, and quantifies post-transaction beneficial ownership for each entity. From a governance perspective, the filing meets Section 16 reporting requirements and clarifies the reporting persons control relationships.

Securities Analyst

TL;DR: Material share dispositions occurred at $72.21–$75.83 ranges; sizable residual holdings remain across related entities.

The Form 4 shows substantial disposals executed the same day across several controlled entities with weighted-average prices reported per tranche. Although the sales reduce direct/indirect exposure, the reporting person retains multi-million share positions in multiple entities including a 10,000,000-share position in a family GRAT and other large indirect stakes. For investors, the filing documents liquidity actions by a key insider while confirming continued concentrated 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).

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)
08/27/2025

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	08/27/2025		S(1)		6,278	D	$72.89(2)	9,267,755	I	By Gray Media, LLC(3)
Class A Common Stock	08/27/2025		S(1)		32,287	D	$73.81(4)	9,235,468	I	By Gray Media, LLC(3)
Class A Common Stock	08/27/2025		S(1)		24,373	D	$74.59(5)	9,211,095	I	By Gray Media, LLC(3)
Class A Common Stock	08/27/2025		S(1)		3,562	D	$75.47(6)	9,207,533	I	By Gray Media, LLC(3)
Class A Common Stock	08/27/2025		S(1)		25,109	D	$72.89(2)	18,110,360	I	By Blue Media, LLC(3)
Class A Common Stock	08/27/2025		S(1)		129,142	D	$73.81(4)	17,981,218	I	By Blue Media, LLC(3)
Class A Common Stock	08/27/2025		S(1)		97,494	D	$74.59(5)	17,883,724	I	By Blue Media, LLC(3)
Class A Common Stock	08/27/2025		S(1)		14,255	D	$75.47(6)	17,869,469	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 $72.21 to $73.20 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) and (6).

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 $73.21 to $74.20 inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.21 to $75.20 inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.21 to $75.83 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	08/29/2025
	** 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 Eric P. Lefkofsky report on Form 4 for TEM?

He reported multiple open-market dispositions of Class A common stock on 08/27/2025 executed under a Rule 10b5-1 plan adopted March 4, 2025.

At what prices were the TEM shares sold?

The filing reports weighted-average prices and ranges: transactions occurred within ranges $72.21–$73.20, $73.21–$74.20, $74.21–$75.20 and $75.21–$75.83; example weighted averages shown are $72.89, $73.81, $74.59, and $75.47.

Were the sales part of a pre-arranged plan?

Yes. The transactions were made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 4, 2025.

How much TEM stock does Lefkofsky still beneficially own after these transactions?

The Form 4 lists post-transaction beneficial ownership by entity, including balances such as 9,207,533, 17,869,469, 18,110,360, and 10,000,000 shares in the Lefkofsky Family 2025 GRAT.

Who signed the Form 4?

The Form 4 is signed by /s/ Andrew Polovin, Attorney-in-Fact dated 08/29/2025.