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

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

Securities Analyst

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.

Corporate Governance Expert

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.

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).

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)
09/25/2025

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	09/25/2025		S(1)		16,049	D	$75.09(2)	9,191,484	I	By Gray Media, LLC(3)
Class A Common Stock	09/25/2025		S(1)		14,709	D	$76.11(4)	9,176,775	I	By Gray Media, LLC(3)
Class A Common Stock	09/25/2025		S(1)		25,084	D	$77.21(5)	9,151,691	I	By Gray Media, LLC(3)
Class A Common Stock	09/25/2025		S(1)		10,659	D	$77.88(6)	9,141,032	I	By Gray Media, LLC(3)
Class A Common Stock	09/25/2025		S(1)		64,196	D	$75.09(2)	17,805,273	I	By Blue Media, LLC(3)
Class A Common Stock	09/25/2025		S(1)		58,835	D	$76.11(4)	17,746,438	I	By Blue Media, LLC(3)
Class A Common Stock	09/25/2025		S(1)		100,334	D	$77.21(5)	17,646,104	I	By Blue Media, LLC(3)
Class A Common Stock	09/25/2025		S(1)		42,634	D	$77.88(6)	17,603,470	I	By Blue Media, LLC(3)
Class A Common Stock								2,037,500	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 $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).

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 $75.67 to $76.65 inclusive.

5. 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.

6. 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.

	/s/ Andrew Polovin, Attorney-in-Fact	09/29/2025
	** 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.
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FAQ

What did Eric P. Lefkofsky report on Form 4 for Tempus AI (TEM)?

He reported multiple sales of Class A common stock on 09/25/2025, many executed under a Rule 10b5-1 plan adopted March 4, 2025.

Were the sales preplanned under a 10b5-1 trading plan?

Yes. The filing states the transactions were made pursuant to a Rule 10b5-1 trading plan adopted on March 4, 2025.

What price ranges were disclosed for the sales?

Weighted-average prices are reported with underlying trade ranges from $74.67 to $78.42 per share across the disclosed tranches.

How many shares were disposed of in the large separate line item?

The Form 4 shows a separate disposition of 2,037,500 shares (labeled as a disposal).

Does Lefkofsky still hold significant shares indirectly?

Yes. The filing shows substantial indirect holdings, including 10,000,000 shares held by the Lefkofsky Family 2025 GRAT and multi‑million share positions via named LLCs and a foundation.