Form 4: Tempus AI CEO Sells 166,250 Shares Under 10b5-1 Plan

Tempus AI's CEO and Chairman, Eric P. Lefkofsky, sold 166,250 shares of Class A Common Stock on January 28, 2026, through pre-arranged trading plans.

Summary

• Eric P. Lefkofsky, CEO and Chairman of Tempus AI, Inc. (TEM), reported the sale of 166,250 shares of Class A Common Stock on January 28, 2026.
• These transactions were executed under a Rule 10b5-1 trading plan adopted on March 4, 2025.
• The shares were sold by entities indirectly controlled by Mr. Lefkofsky: Gray Media, LLC and Blue Media, LLC.
• Sales by Gray Media, LLC totaled 33,250 shares at weighted average prices of $65.41 and $66.06.
• Sales by Blue Media, LLC totaled 133,000 shares at weighted average prices of $65.41 and $66.06.
• The overall price range for these sales was from $64.80 to $66.65 per share.
• Following these transactions, Mr. Lefkofsky's beneficial ownership includes 2,003,213 direct shares and 36,079,745 indirect shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While insider selling can sometimes be a negative signal, the execution under a pre-arranged 10b5-1 plan mitigates immediate concerns about new negative information, suggesting personal financial planning rather than a reaction to company performance.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned divestment rather than an immediate reaction to new information, which can mitigate negative market perception.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be interpreted by the market as a lack of confidence or a signal that the insider believes the stock price may be near a peak.
• A significant number of shares (166,250) were sold, representing a substantial value.

Future Outlook

NA

Management Comments

• This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
• 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).

Industry Context

StockSavvy.ai notes that insider transactions, particularly by top executives like the CEO and Chairman, are closely watched indicators in the biotech and AI healthcare sectors. While sales under a 10b5-1 plan are pre-scheduled and often for personal financial planning, the market still scrutinizes the volume and frequency, especially for a company like Tempus AI that operates in a high-growth, capital-intensive industry.

Related Party Transactions

• Eric P. Lefkofsky, the reporting person, is the sole manager of Black Media, LLC, Blue Media, LLC, and Gray Media, LLC, which conducted the reported sales.
• Mr. Lefkofsky is also a member of, and controls a limited liability company that is a member of, 346 Long LLC.
• He is a trustee of the Lefkofsky Family Foundation and Vas.org Foundation.
• His spouse is the trustee of the Lefkofsky Family 2025 GRAT.
• All these entities hold shares beneficially owned by Mr. Lefkofsky.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a signal, potentially leading to minor price fluctuations, though the 10b5-1 plan context often softens the impact.
• Management/Employees: No direct impact mentioned, but general market sentiment can affect employee stock options/grants.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) upon request.

Key Dates

Recommendation

The filing reports a pre-scheduled insider sale under a 10b5-1 plan, which is a routine event for personal financial management and does not typically reflect new material information about the company's performance or outlook. Therefore, it does not warrant a change in investment recommendation based solely on this filing. Investors should continue to evaluate Tempus AI based on its fundamental business performance, strategic initiatives, and broader market conditions.

Keywords

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