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

Rhea-AI Filing Summary

Tempus AI (TEM) Form 4: CEO/Chairman Eric P. Lefkofsky reported the sale of 166,250 Class A shares on 28-Jul-2025 under a Rule 10b5-1 trading plan adopted 4-Mar-2025.

• Gray Media, LLC – 33,250 shares sold at weighted averages of $62.16-$65.23; post-sale position: 9,274,033 shares.
• Blue Media, LLC – 133,000 shares sold at the same price ranges; post-sale position: 18,135,469 shares.

After these transactions, Lefkofsky remains the beneficial owner of ~39.8 million shares (2.04 M direct, 27.4 M via Gray/Blue Media and 10 M through a 2025 GRAT plus smaller entities), preserving an overwhelming majority of his stake.

No derivative transactions were reported. The filing notes that detailed price breakdowns are available upon request and that some direct shares were recently transferred to Blue Media.

Takeaway: While any insider sale by the founder can draw attention, the divested amount equals ≈0.4 % of his disclosed holdings, suggesting portfolio rebalancing rather than a meaningful reduction in commitment.

Positive

• CEO retains ~39.8 million shares, maintaining strong alignment with shareholders.
• Sales were executed under a pre-planned Rule 10b5-1 program, mitigating insider-information concerns.

Negative

• 166,250 shares sold by the CEO may raise short-term perception issues.
• Continued multi-entity ownership complexity can obscure true float and governance dynamics.

Insights

Sell-Side Equity Analyst

TL;DR: Small 10b5-1 sale, ownership still dominant—neutral.

The CEO monetised 166 k shares (~$10.4 m at the reported averages) but retains nearly 40 m shares, signalling continued alignment. Because the trades were pre-scheduled and represent <0.5 % of his stake, I view the impact on sentiment as limited. Volume is also modest versus TEM’s average daily turnover, so technical pressure should be negligible. No operational or guidance information is included; therefore, this filing does not alter my fundamental view.

Governance & Insider-Trading Specialist

TL;DR: Routine plan-based selling; credibility unaffected.

Rule 10b5-1 plans are designed to reduce information-asymmetry concerns. The plan was put in place months before the sale, and the CEO remains a >10 % holder with board control. The multi-entity structure (Gray, Blue, GRAT, etc.) is common for estate and tax planning. Investors should monitor cumulative sales, but today’s disclosure is statistically immaterial to ownership concentration or voting power.

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)
07/28/2025

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	07/28/2025		S(1)		16,847	D	$62.16(2)	9,290,436	I	By Gray Media, LLC(3)
Class A Common Stock	07/28/2025		S(1)		10,007	D	$63.12(4)	9,280,429	I	By Gray Media, LLC(3)
Class A Common Stock	07/28/2025		S(1)		4,962	D	$64.09(5)	9,275,467	I	By Gray Media, LLC(3)
Class A Common Stock	07/28/2025		S(1)		1,434	D	$65.23(6)	9,274,033	I	By Gray Media, LLC(3)
Class A Common Stock	07/28/2025		S(1)		67,388	D	$62.16(2)	18,201,081(7)	I	By Blue Media, LLC(3)
Class A Common Stock	07/28/2025		S(1)		40,029	D	$63.12(4)	18,161,052	I	By Blue Media, LLC(3)
Class A Common Stock	07/28/2025		S(1)		19,848	D	$64.09(5)	18,141,204	I	By Blue Media, LLC(3)
Class A Common Stock	07/28/2025		S(1)		5,735	D	$65.23(6)	18,135,469	I	By Blue Media, LLC(3)
Class A Common Stock								2,037,500(7)	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 $61.65 to $62.60 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 $62.67 to $63.66 inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.67 to $64.58 inclusive.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.93 to $65.71 inclusive.

7. Represents the number of shares owned after the Reporting Person contributed a portion of his shares to Blue Media, LLC.

	/s/ Andrew Polovin, Attorney-in-Fact	07/30/2025
	** 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.
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

How many Tempus AI (TEM) shares did CEO Eric Lefkofsky sell?

He sold 166,250 Class A shares on 28-Jul-2025 via two LLCs.

At what prices were the shares sold?

Weighted average prices ranged between $61.65 and $65.71 per share, with specific buckets at $62.16, $63.12, $64.09 and $65.23.

Was the sale part of a 10b5-1 plan?

Yes. Footnote 1 states the transactions were executed under a Rule 10b5-1 plan adopted on 4-Mar-2025.

How many Tempus AI shares does Lefkofsky still own?

Post-sale, he beneficially owns approximately 39.8 million shares across direct and indirect entities.

Does this filing include any option or derivative activity?

No derivative securities were reported in Table II; the filing covers only common-stock sales.

What percentage of his holdings did the CEO sell?

About 0.4 % of his disclosed beneficial ownership.