Form 4: Eric Lefkofsky Reports Large TEM Dispositions and Retains Major Indirect Holdings
Rhea-AI Filing Summary
Tempus AI insider transactions: Eric P. Lefkofsky, who serves as CEO, Chairman and a >10% owner of Tempus AI (TEM), reported multiple sales of Class A common stock on 09/25/2025 executed under a Rule 10b5-1 trading plan adopted March 4, 2025. The Form 4 lists a series of dispositions in the tens to hundreds of thousands of shares at weighted-average prices ranging from $74.67 to $78.42 per share and a separate disposition of 2,037,500 shares. The filing also shows substantial beneficial holdings held indirectly through entities and trusts, including 10,000,000 shares in the Lefkofsky Family 2025 GRAT and indirect ownership positions exceeding 9 million and 17 million shares by listed vehicles.
Positive
- Transactions executed under a Rule 10b5-1 trading plan, adopted March 4, 2025, indicating preplanned dispositions
- Detailed attribution of indirect ownership through named entities and trusts, improving disclosure clarity
- Weighted-average prices and price ranges disclosed with an offer to provide per-trade details upon request
Negative
- Large aggregate dispositions reported, including multiple sales on 09/25/2025 and a separate disposition of 2,037,500 shares
- Material reduction in direct share counts on Form 4 (multiple disposals in the tens to hundreds of thousands of shares) which may alter insider ownership percentages
Insights
TL;DR: Multiple large Form 4 sales by CEO under a preplanned 10b5-1 program, while significant indirect holdings remain.
The transactions reported on 09/25/2025 consist primarily of sales executed pursuant to a Rule 10b5-1 plan adopted March 4, 2025, which indicates preplanned dispositions rather than opportunistic trading. Sales were executed in multiple tranches with weighted-average prices disclosed across ranges from $74.67 to $78.42. A notable separate line shows a disposition of 2,037,500 shares. Despite these sales, the reporting person retains material indirect holdings through several LLCs, a foundation, and a GRAT, including a stated 10,000,000-share position in the Lefkofsky Family 2025 GRAT, and multi-million share indirect stakes reflected after the transactions.
TL;DR: Disclosure follows Section 16 mechanics: sales are documented, 10b5-1 plan noted, and indirect ownership and control are clearly disclosed.
The filing provides transparent attribution of indirect ownership: the reporting person is a manager, member, or trustee of multiple entities (Gray Media, Blue Media, Black Media, 346 Long LLC, Lefkofsky Family Foundation, and Lefkofsky Family 2025 GRAT). The Form 4 includes explanatory footnotes about weighted-average pricing and offers to provide detailed per-trade pricing on request, meeting common SEC disclosure expectations for these complex ownership structures.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 16,049 | $75.09 | $1.21M |
| Sale | Class A Common Stock | 14,709 | $76.11 | $1.12M |
| Sale | Class A Common Stock | 25,084 | $77.21 | $1.94M |
| Sale | Class A Common Stock | 10,659 | $77.88 | $830K |
| Sale | Class A Common Stock | 64,196 | $75.09 | $4.82M |
| Sale | Class A Common Stock | 58,835 | $76.11 | $4.48M |
| Sale | Class A Common Stock | 100,334 | $77.21 | $7.75M |
| Sale | Class A Common Stock | 42,634 | $77.88 | $3.32M |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.67 to $75.63 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). 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.67 to $76.65 inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.67 to $77.66 inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.67 to $78.42 inclusive.
