Form 4: Tempus AI CEO Sells $29.6M in Stock via 10b5-1 Plan

Tempus AI CEO and Chairman Eric P. Lefkofsky sold 331,500 shares of Class A Common Stock for approximately $29.6 million through pre-arranged trading plans.

Summary

• Eric P. Lefkofsky, CEO and Chairman of Tempus AI, Inc., sold a total of 331,500 shares of Class A Common Stock on October 28, 2025.
• The sales were executed through a Rule 10b5-1 trading plan adopted on March 4, 2025.
• The total value of the shares sold was approximately $29,618,112.75.
• Shares were sold at weighted average prices ranging from $87.42 to $91.55 per share.
• The sales were conducted indirectly through Gray Media, LLC (66,500 shares) and Blue Media, LLC (265,000 shares).
• Following these transactions, Mr. Lefkofsky beneficially owns 2,037,500 shares directly and 37,044,789 shares indirectly through various entities.

Sentiment

Score: 4

Explanation: The sale of a significant number of shares by the CEO and Chairman is generally viewed as a neutral to slightly negative signal. However, the execution under a pre-arranged Rule 10b5-1 plan mitigates some of the negative sentiment, indicating a planned diversification or liquidity event rather than a reaction to adverse company-specific news.

Positives

• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned sale rather than a reaction to immediate market conditions.
• The use of a 10b5-1 plan enhances transparency and helps mitigate concerns about insider trading.

Negatives

• The sale of a significant number of shares by a key executive and 10% owner could be perceived negatively by investors, potentially signaling a lack of confidence, even if pre-planned.
• The transactions reduce the direct equity exposure of the CEO and Chairman to the company's stock.

Risks

• Insider selling, even under a 10b5-1 plan, can sometimes lead to negative market sentiment or increased scrutiny from investors.

Corporate Governance

Related Party Transactions

• The sales were conducted indirectly through entities where the reporting person, Eric P. Lefkofsky, has control or significant influence, including Gray Media, LLC and Blue Media, LLC.
• Beneficial ownership is also held indirectly through 346 Long LLC, Black Media, LLC, Lefkofsky Family 2025 GRAT (where spouse is trustee), and Lefkofsky Family Foundation (where reporting person is trustee).

Stakeholder Impact

• Shareholders: May interpret the insider sale as a signal, potentially influencing their investment decisions. The pre-planned nature via a 10b5-1 plan may temper negative reactions.

Key Dates

Recommendation

While a significant insider sale can sometimes be a negative signal, this transaction was executed under a pre-arranged Rule 10b5-1 trading plan. Such plans are typically set up for personal financial planning, diversification, or liquidity purposes and do not necessarily reflect a change in the insider's outlook on the company's future performance. Therefore, without additional company-specific news or financial disclosures, the filing alone suggests a 'hold' recommendation, as it's a planned event rather than an immediate reaction to new information.

Keywords

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