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

Rhea-AI Filing Summary

Erik Phelps, EVP & Chief Admin & Legal Officer of Tempus AI, executed significant stock sales on June 16, 2025, through a pre-planned Rule 10b5-1 trading arrangement established on September 6, 2024.

The transactions involved a total disposition of 51,317 shares of Class A Common Stock in multiple trades:

• 29,333 shares at average price of $72.01
• 11,186 shares at average price of $72.74
• 8,898 shares at average price of $73.76
• 1,900 shares at average price of $74.41

Following these transactions, Phelps retains direct beneficial ownership of 97,779 shares. The sales were executed at progressively higher price points ranging from $71.28 to $74.55, suggesting favorable market conditions during the trading window.

Positive

• None.

Negative

• EVP & Chief Admin & Legal Officer sold 51,317 shares (34.4% of holdings) through planned 10b5-1 sales at prices ranging from $71.28 to $74.55, reducing position to 97,779 shares

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^*

Phelps Erik

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Admin & Legal Off

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S(1)		29,333	D	$72.01(2)	119,763	D
Class A Common Stock	06/16/2025		S(1)		11,186	D	$72.74(3)	108,577	D
Class A Common Stock	06/16/2025		S(1)		8,898	D	$73.76(4)	99,679	D
Class A Common Stock	06/16/2025		S(1)		1,900	D	$74.41(5)	97,779	D

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 September 6, 2024.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.28 to $72.27 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), (3), (4) and (5).

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.28 to $73.27 inclusive.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.28 to $74.25 inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.28 to $74.55 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	06/18/2025
	** 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 shares of TEM stock did EVP Erik Phelps sell on June 16, 2025?

Erik Phelps sold a total of 51,317 shares of TEM Class A Common Stock on June 16, 2025, executed in four separate transactions: 29,333 shares, 11,186 shares, 8,898 shares, and 1,900 shares.

What was the price range of TEM shares sold by Erik Phelps in the June 16 transactions?

The shares were sold at weighted average prices ranging from $72.01 to $74.41. Specifically: 29,333 shares at $72.01 (range $71.28-$72.27), 11,186 shares at $72.74 (range $72.28-$73.27), 8,898 shares at $73.76 (range $73.28-$74.25), and 1,900 shares at $74.41 (range $74.28-$74.55).

How many TEM shares does Erik Phelps still own after the June 16, 2025 sales?

Following the reported transactions, Erik Phelps still directly owns 97,779 shares of TEM Class A Common Stock.

Was Erik Phelps's TEM stock sale part of a pre-planned trading arrangement?

Yes, the transactions were made pursuant to a Rule 10b5-1 trading plan that was adopted by Phelps on September 6, 2024, as indicated in footnote 1 of the filing.

What is Erik Phelps's position at TEM (Tempus AI, Inc.)?

Erik Phelps serves as Executive Vice President (EVP) & Chief Administrative & Legal Officer at Tempus AI, Inc.