Form 4: Tempus AI CEO Sells $10.6M in Stock via 10b5-1 Plan

Tempus AI CEO Eric P. Lefkofsky sold 166,250 shares of Class A Common Stock for approximately $10.6 million through pre-arranged trading plans.

Summary

• Eric P. Lefkofsky, CEO and Chairman of Tempus AI, Inc., and a 10% owner, reported the sale of Class A Common Stock.
• On December 18, 2025, a total of 166,250 shares were sold across multiple transactions.
• Sales were executed by entities indirectly owned by Mr. Lefkofsky: Gray Media, LLC sold 33,250 shares and Blue Media, LLC sold 133,000 shares.
• The shares were sold at weighted average prices ranging from $62.26 to $66.04 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Lefkofsky on March 4, 2025.
• Following these transactions, Mr. Lefkofsky beneficially owns 2,003,213 shares directly and 36,246,000 shares indirectly through various entities including Gray Media, LLC, Blue Media, LLC, 346 Long LLC, Lefkofsky Family 2025 GRAT, Black Media, LLC, Lefkofsky Family Foundation, and Vas.org Foundation.

Sentiment

Score: 4

Explanation: While the sales were pre-planned under a Rule 10b5-1 plan, significant insider selling by a CEO and Chairman can still be viewed with caution by investors, even if it's for personal liquidity or diversification. The pre-planned nature mitigates the negative signal but does not eliminate it entirely.

Positives

• The sales were made pursuant to a Rule 10b5-1 trading plan, indicating they were pre-scheduled and not based on new, undisclosed material information.

Negatives

• Significant insider selling by the CEO and Chairman, even if pre-planned, can be perceived negatively by the market and may signal a lack of confidence or a desire for diversification.

Risks

• Potential for negative market perception and short-term share price pressure due to the substantial insider selling by a key executive.

Future Outlook

No forward-looking statements or guidance were provided in this filing.

Industry Context

Insider selling, particularly through Rule 10b5-1 plans, is a common practice among executives to manage personal liquidity, diversify holdings, and avoid accusations of trading on non-public information. The volume of sales by a CEO and Chairman is notable but not uncommon for long-tenured executives.

Related Party Transactions

• Sales were made by Gray Media, LLC and Blue Media, LLC, entities where the reporting person, Eric P. Lefkofsky, is the sole manager.
• Blue Media, LLC contributed a portion of its shares to the Vas.org Foundation, where Mr. Lefkofsky is a trustee.

Stakeholder Impact

• Shareholders may interpret the significant insider sales as a potential signal, which could lead to short-term negative sentiment or downward pressure on the stock price.

Key Dates

Recommendation

The significant insider selling by the CEO and Chairman, Eric P. Lefkofsky, could create negative sentiment in the market. However, the transactions were executed under a pre-arranged Rule 10b5-1 trading plan, which mitigates the immediate negative signal by indicating the sales were not based on new, undisclosed material information. Given the pre-planned nature, it's not a strong sell signal, but the volume of sales warrants caution, suggesting a 'hold' position to observe market reaction and future company developments.

Keywords

Tempus AI, TEM, Eric P Lefkofsky, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, CEO, Chairman, Equity Sales