Tempus AI (TEM) CEO-linked entities report planned share sales

Rhea-AI Filing Summary

Tempus AI, Inc. CEO, Chairman, director and 10% owner Eric P. Lefkofsky reported indirect sales of Class A Common Stock on January 28, 2026 by affiliated entities under a Rule 10b5-1 trading plan adopted on March 4, 2025.

Gray Media, LLC sold 25,631 shares at a weighted average price of $65.41 and 7,619 shares at $66.06. Blue Media, LLC sold 102,474 shares at a weighted average price of $65.41 and 30,526 shares at $66.06, each in multiple trades within stated price ranges.

After these transactions, Lefkofsky is reported as beneficially owning Tempus AI Class A shares directly and indirectly through various entities, including 2,003,213 shares held directly and additional holdings through 346 Long LLC, the Lefkofsky Family 2025 GRAT, Black Media, LLC, Lefkofsky Family Foundation and Vas.org Foundation.

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
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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)
01/28/2026

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	01/28/2026		S(1)		25,631	D	$65.41(2)	8,949,152	I	By Gray Media, LLC(3)
Class A Common Stock	01/28/2026		S(1)		7,619	D	$66.06(4)	8,941,533	I	By Gray Media, LLC(3)
Class A Common Stock	01/28/2026		S(1)		102,474	D	$65.41(2)	16,085,995	I	By Blue Media, LLC(3)
Class A Common Stock	01/28/2026		S(1)		30,526	D	$66.06(4)	16,055,469	I	By Blue Media, LLC(3)
Class A Common Stock								2,003,213	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 $64.80 to $65.79 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 footnote (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 $65.7986 to $66.65 inclusive.

	/s/ Andrew Polovin, Attorney-in-Fact	01/30/2026
	** 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.
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FAQ

What does Eric Lefkofsky7s Form 4 for Tempus AI (TEM) report?

The Form 4 reports that entities associated with Eric Lefkofsky sold Tempus AI Class A Common Stock on January 28, 2026 under a pre-established Rule 10b5-1 trading plan, and discloses his updated direct and indirect beneficial ownership positions in the company.

Which entities sold Tempus AI Class A shares in this Form 4 filing?

Gray Media, LLC and Blue Media, LLC, entities associated with Eric Lefkofsky, sold Tempus AI Class A Common Stock. Gray Media, LLC executed two sale transactions, and Blue Media, LLC executed two additional sales, all reported as indirect beneficial ownership transactions for Lefkofsky.

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

Yes. The filing states the transactions were made under a Rule 10b5-1 trading plan adopted by the reporting person on March 4, 2025, indicating the sales followed a pre-arranged schedule rather than being discretionary trades at the time of execution.

What prices were received for the Tempus AI shares sold on January 28, 2026?

The filing reports weighted average prices. Certain shares sold at an average of $65.41 within a $64.80 to $65.79 range, and other shares at an average of $66.06 within a $65.7986 to $66.65 range, across multiple individual trades.

How many Tempus AI shares does Eric Lefkofsky hold directly after these transactions?

After the reported transactions, Eric Lefkofsky is shown as directly holding 2,003,213 shares of Tempus AI Class A Common Stock. Additional indirect holdings are reported through several entities and trusts, reflecting broader family and foundation ownership interests.

What indirect Tempus AI (TEM) holdings are reported for Eric Lefkofsky?

Indirect Class A holdings include shares reported as held by Gray Media, LLC, Blue Media, LLC, 346 Long LLC, the Lefkofsky Family 2025 GRAT, Black Media, LLC, the Lefkofsky Family Foundation and the Vas.org Foundation, where Lefkofsky or his spouse holds management or trustee roles.