STOCK TITAN

Tempus AI (TEM) CEO offloads shares to cover RSU taxes owed

(Very High)
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Tempus AI, Inc. (TEM) reported that CEO and Chairman Eric P. Lefkofsky sold 132,591 shares of Class A Common Stock on August 18, 2026 at a weighted average price of $49.61 per share, in a sale mandated to cover statutory tax withholding obligations arising from RSU vesting, not a discretionary sale. After this transaction, he holds 2,098,130 shares directly and reports additional indirect holdings, including 8,717,783 shares held by Gray Media, LLC and 15,255,469 shares held by Blue Media, LLC, as well as further foundation and GRAT positions.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider LEFKOFSKY ERIC P
Role CEO and Chairman
Sold 132,591 shs ($6.58M)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 132,591 $49.61 $6.58M
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
holding Class A Common Stock F3 -- -- --
Holdings After Transaction: Class A Common Stock — 2,098,130 shares (Direct); Class A Common Stock — 8,717,783 shares (Indirect, By Gray Media, LLC); Class A Common Stock — 15,255,469 shares (Indirect, By Blue Media, LLC); Class A Common Stock — 824,631 shares (Indirect, By Lefkofsky Family Foundation); Class A Common Stock — 200,000 shares (Indirect, By Vas.org Foundation); Class A Common Stock — 406 shares (Indirect, By 346 Long LLC); Class A Common Stock — 5,715,203 shares (Indirect, By Lefkofsky Family 2025 GRAT); Class A Common Stock — 206 shares (Indirect, By Black Media, LLC); Class A Common Stock — 4,284,797 shares (Indirect, By Lefkofsky Family 2026 GRAT)
Footnotes (3)
  1. F1. 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.
  2. F2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.35 to $49.99 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 range set forth in this footnote.
  3. F3. 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 and Lefkofsky Family 2026 GRAT.
Shares sold 132,591 shares Class A Common Stock sold on August 18, 2026 to cover taxes
Weighted average sale price $49.61 per share Weighted average price for shares sold on August 18, 2026
Sale price range $49.35–$49.99 per share Range of prices for multiple sale transactions on August 18, 2026
Direct holdings after transaction 2,098,130 shares Eric P. Lefkofsky direct Class A holdings following the sale
Gray Media, LLC indirect holdings 8,717,783 shares Class A shares reported as indirectly owned via Gray Media, LLC
Blue Media, LLC indirect holdings 15,255,469 shares Class A shares reported as indirectly owned via Blue Media, LLC
Lefkofsky Family 2025 GRAT holdings 5,715,203 shares Class A shares reported as indirectly owned via Lefkofsky Family 2025 GRAT
Lefkofsky Family 2026 GRAT holdings 4,284,797 shares Class A shares reported as indirectly owned via Lefkofsky Family 2026 GRAT
sell to cover financial
"funded by a "sell to cover" transaction and does not represent"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
statutory tax withholding obligations financial
"sold to cover the statutory tax withholding obligations in connection"
restricted stock units financial
"tax withholding obligations in connection with the vesting of the restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
weighted average price financial
"The price reported is a weighted average price. These shares"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
GRAT financial
"The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT"

FAQ

What insider transaction did Tempus AI (TEM) disclose for Eric P. Lefkofsky?

Eric P. Lefkofsky reported a sale of 132,591 shares of Tempus AI Class A Common Stock on August 18, 2026 at a weighted average price of $49.61 per share.

Why did Eric P. Lefkofsky sell shares of Tempus AI (TEM)?

The 132,591 shares were sold to cover statutory tax withholding obligations related to vested restricted stock units. The sale was mandated under Tempus AI’s equity incentive plans as a “sell to cover” transaction and is described as not a discretionary sale by Lefkofsky.

What price did Eric P. Lefkofsky receive for the sold TEM shares?

The reported price is a weighted average of $49.61 per share. The individual sale prices ranged from $49.35 to $49.99 per share across multiple transactions on August 18, 2026.

How many Tempus AI (TEM) shares does Eric P. Lefkofsky hold directly after the sale?

After the August 18, 2026 sale, Eric P. Lefkofsky directly holds 2,098,130 shares of Tempus AI Class A Common Stock.

What indirect holdings in Tempus AI (TEM) does Eric P. Lefkofsky report?

Eric P. Lefkofsky reports indirect ownership including 8,717,783 shares held by Gray Media, LLC and 15,255,469 shares held by Blue Media, LLC, plus additional shares held through family foundations and Lefkofsky Family 2025 and 2026 GRATs.

Was the reported Tempus AI (TEM) share sale under a Rule 10b5-1 plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not checked. The filing instead explains that the sale was required as a “sell to cover” transaction for statutory tax withholding on restricted stock unit vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
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 ILLINOIS 60654

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock08/18/2026S(1)132,591D$49.61(2)2,098,130D
Class A Common Stock8,717,783IBy Gray Media, LLC(3)
Class A Common Stock15,255,469IBy Blue Media, LLC(3)
Class A Common Stock824,631IBy Lefkofsky Family Foundation(3)
Class A Common Stock200,000IBy Vas.org Foundation(3)
Class A Common Stock406IBy 346 Long LLC(3)
Class A Common Stock5,715,203IBy Lefkofsky Family 2025 GRAT(3)
Class A Common Stock206IBy Black Media, LLC(3)
Class A Common Stock4,284,797IBy Lefkofsky Family 2026 GRAT(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 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.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.35 to $49.99 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 range set forth in this footnote.
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 and Lefkofsky Family 2026 GRAT.
/s/ Andrew Polovin, Attorney-in-Fact08/20/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)