Form 4: Tempus AI CEO Sells Shares for Tax Obligations

Tempus AI, Inc. CEO and Chairman Eric P. Lefkofsky sold 17,458 shares of Class A Common Stock to cover statutory tax withholding obligations related to restricted stock unit vesting.

Summary

• Eric P. Lefkofsky, CEO and Chairman of Tempus AI, Inc., reported the sale of 17,458 shares of Class A Common Stock.
• The sales occurred on August 19, 2025, at weighted average prices of $74.63 for 17,033 shares and $75.61 for 425 shares.
• These transactions were non-discretionary 'sell to cover' sales, mandated by the Issuer's equity incentive plans to satisfy minimum statutory tax withholding obligations upon the vesting of restricted stock units.
• Following these transactions, Mr. Lefkofsky directly beneficially owns 2,020,042 shares of Class A Common Stock.
• He also indirectly beneficially owns an additional 37,742,245 shares through various entities including Gray Media, LLC, Blue Media, LLC, 346 Long LLC, Lefkofsky Family 2025 GRAT, Black Media, LLC, and Lefkofsky Family Foundation.

Sentiment

Score: 5

Explanation: The transaction is a routine, non-discretionary 'sell to cover' to satisfy tax obligations, which is a neutral event for company sentiment.

Positives

• The sale was non-discretionary, indicating it was not a reflection of management's view on the company's future performance.
• The transaction was executed to meet statutory tax obligations, a standard procedure for equity compensation.

Negatives

• The sale, while non-discretionary, represents a reduction in direct beneficial ownership by a key insider.

Future Outlook

No future outlook or guidance provided.

Management Comments

• The 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.

Industry Context

This filing is a standard insider transaction report and does not provide broader industry context.

Related Party Transactions

• The reporting person is a member of, and controls a limited liability company that is a member of, 346 Long LLC.
• The reporting person is the sole manager of Black Media, LLC, Blue Media, LLC, and Gray Media, LLC.
• The reporting person is a trustee of Lefkofsky Family Foundation.
• The reporting person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.

Stakeholder Impact

• Shareholders: A minor reduction in direct insider ownership, but offset by the non-discretionary nature of the sale. The overall significant beneficial ownership (direct and indirect) by the CEO remains.

Key Dates

Keywords

Tempus AI, TEM, SEC Form 4, Insider Trading, Stock Sale, Eric P. Lefkofsky, CEO, Chairman, Tax Withholding, Restricted Stock Units, Equity Compensation