Tempus AI (TEM) CEO Eric Lefkofsky logs stock sales and major share award

Rhea-AI Filing Summary

Tempus AI, Inc. director, CEO and Chairman Eric P. Lefkofsky reported a mix of stock awards and sales involving Class A Common Stock. He acquired 263,430 shares at no cost through a grant that includes fully vested restricted stock units and performance-based stock units certified as earned.

Entities associated with Lefkofsky, including Gray Media, LLC and Blue Media, LLC, sold a combined 179,837 shares in open-market transactions under a Rule 10b5-1 trading plan. In addition, 13,587 directly held shares were sold to cover statutory tax withholding obligations tied to vesting of restricted stock units, a mandated sell-to-cover transaction rather than a discretionary sale.

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

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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).

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)
02/19/2026

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	02/19/2026		S(1)		8,552	D	$58.31(2)	8,932,981	I	By Gray Media, LLC(3)
Class A Common Stock	02/19/2026		S(1)		23,775	D	$59.04(4)	8,909,206	I	By Gray Media, LLC(3)
Class A Common Stock	02/19/2026		S(1)		923	D	$59.7(5)	8,908,283	I	By Gray Media, LLC(3)
Class A Common Stock	02/19/2026		S(1)		33,717	D	$58.31(2)	16,021,752	I	By Blue Media, LLC(3)
Class A Common Stock	02/19/2026		S(1)		95,567	D	$59.04(4)	15,926,185	I	By Blue Media, LLC(3)
Class A Common Stock	02/19/2026		S(1)		3,716	D	$59.7(5)	15,922,469	I	By Blue Media, LLC(3)
Class A Common Stock	02/19/2026		S(6)		13,587	D	$59.05(7)	1,989,626	D
Class A Common Stock	02/20/2026		A		263,430(8)	A	$0	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 $57.61 to $58.6097 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 (7).

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 $58.61 to $59.6074 inclusive.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.6102 to $59.8064 inclusive.

6. 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.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.71 to $59.38 inclusive.

8. Represents (i) 13,430 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 250,000 shares certified as earned with respect to an award of performance-based stock units ("PSUs") granted on August 7, 2025. The Issuer's Board of Directors certified the achievement of the applicable performance metrics and goals on February 20, 2026 and the PSUs will vest, in accordance with their terms, on August 15, 2026.

	/s/ Andrew Polovin, Attorney-in-Fact	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Tempus AI (TEM) report for Eric P. Lefkofsky?

Eric P. Lefkofsky reported both stock awards and sales of Tempus AI Class A shares. He received 263,430 shares via grants and related awards, while entities tied to him and one direct transaction sold 179,837 shares in open-market and tax-withholding sales.

How many Tempus AI (TEM) shares were awarded to Eric P. Lefkofsky?

Eric P. Lefkofsky acquired 263,430 Tempus AI Class A shares at no cost through equity awards. This includes fully vested restricted stock units comprising his 2025 bonus and 250,000 performance-based stock units certified as earned after the board confirmed performance achievement.

How many Tempus AI (TEM) shares were sold in the reported Form 4?

A total of 179,837 Tempus AI Class A shares were sold. Most were open-market sales by Gray Media, LLC and Blue Media, LLC, with an additional 13,587 directly held shares sold specifically to satisfy statutory tax withholding obligations on vesting awards.

Were any Tempus AI (TEM) share sales by Eric P. Lefkofsky under a Rule 10b5-1 plan?

Yes. The filing notes that at least one transaction occurred under a Rule 10b5-1 trading plan adopted by Eric P. Lefkofsky on March 4, 2025. Such pre-arranged plans automate trading based on preset instructions rather than discretionary timing decisions.

Which entities associated with Eric P. Lefkofsky sold Tempus AI (TEM) shares?

Share sales were reported by Gray Media, LLC and Blue Media, LLC, entities for which Eric P. Lefkofsky serves as sole manager. Additional indirect holdings are reported through 346 Long LLC, Black Media, LLC, various family foundations, and a family GRAT, though those entries reflect holdings rather than new sales.

Were any Tempus AI (TEM) shares sold solely to cover tax obligations?

Yes. The filing states that 13,587 Tempus AI Class A shares were sold to cover statutory tax withholding from vesting restricted stock units. This "sell to cover" transaction was mandated under the company’s equity incentive plans and is not described as a discretionary sale.