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

Tempus AI CEO Eric P. Lefkofsky reported sales of Class A Common Stock totaling 182,079 shares across multiple transactions in November 2025, including 'sell to cover' for tax obligations and sales under a pre-arranged 10b5-1 trading plan.

Summary

• Eric P. Lefkofsky, CEO and Chairman of Tempus AI, Inc., reported sales of 182,079 shares of Class A Common Stock in November 2025.
• On November 18, 2025, 11,567 shares were sold at a weighted average price of $65.26 and 5,262 shares at $66.15. These direct sales were to cover statutory tax withholding obligations related to restricted stock unit vesting.
• On November 20, 2025, additional sales totaling 165,250 shares were executed under a Rule 10b5-1 trading plan adopted on March 4, 2025.
• These 10b5-1 plan sales included 33,250 shares indirectly owned through Gray Media, LLC, at weighted average prices ranging from $65.59 to $72.20.
• Additionally, 132,000 shares were sold indirectly through Blue Media, LLC, at weighted average prices ranging from $65.59 to $72.20.
• Following these transactions, Mr. Lefkofsky beneficially owns 2,003,213 shares directly and 36,578,095 shares indirectly through various entities.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider sales can be viewed negatively, the fact that a significant portion was under a pre-arranged 10b5-1 plan and some were for tax withholding purposes mitigates concerns about discretionary selling based on negative company outlook. It's a routine disclosure for an executive with substantial equity holdings.

Positives

• The majority of the sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned, non-discretionary sale rather than a reaction to new information.
• A portion of the sales were 'sell to cover' transactions for tax obligations, which is a common and non-discretionary event for executives receiving equity compensation.

Negatives

• Significant insider selling by the CEO and Chairman, totaling 182,079 shares, could be perceived negatively by some investors, even if planned.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Sales were made by entities controlled by or related to the reporting person (Gray Media, LLC, Blue Media, LLC, 346 Long LLC, Black Media, LLC, Lefkofsky Family 2025 GRAT, Lefkofsky Family Foundation). These are disclosed as indirect beneficial ownership.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO and Chairman, even if planned, could lead to short-term negative sentiment or increased supply of shares in the market. However, the 10b5-1 plan context generally reduces the perceived negative signal.

Key Dates

Recommendation

The filing details routine insider sales, primarily for tax obligations and under a pre-arranged 10b5-1 plan. These types of transactions are generally not indicative of a change in the company's fundamental outlook or a discretionary move by the insider based on new information. Therefore, it does not provide a strong signal for a 'buy' or 'sell' recommendation, suggesting a 'hold' is appropriate based solely on this filing.

Keywords

Tempus AI, TEM, SEC Form 4, Insider Trading, Stock Sale, Eric P. Lefkofsky, CEO, Chairman, 10b5-1 Plan, Equity Compensation, Restricted Stock Units, Tax Withholding