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

Tempus AI Director and 10% owner Theodore Leonsis sold 44,000 shares of Class A Common Stock for $69.9 per share under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Director and 10% owner Theodore Leonsis disposed of 44,000 shares of Tempus AI, Inc. Class A Common Stock.
• The transaction occurred on August 13, 2025, at a price of $69.9 per share, totaling $3,075,600.
• The sale was executed as a direct ownership transaction.
• The transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan, indicating it was pre-scheduled.
• Following the transaction, Mr. Leonsis beneficially owns 15,511 shares directly and 86,756 shares indirectly through the Theodore J. Leonsis Revocable Trust, totaling 102,267 shares.
• The 86,756 indirect shares resulted from pro rata distributions by Revolution Growth GP III, LP, which was a change in ownership form not required to be reported under Section 16.

Sentiment

Score: 6

Explanation: While an insider sale can be viewed negatively, the fact that it's a pre-planned Rule 10b5-1 transaction mitigates concerns about immediate negative sentiment. The director also retains a substantial stake, indicating continued commitment.

Positives

• The sale was conducted under a Rule 10b5-1 plan, indicating it was pre-scheduled and not based on recent non-public information.
• The director retains a significant beneficial ownership of 102,267 shares in the company, demonstrating continued alignment with shareholder interests.

Negatives

• A director's sale of shares, even if pre-planned, can sometimes be perceived as a reduction in confidence or a move to diversify holdings.

Future Outlook

No specific future outlook or guidance is provided.

Industry Context

This is an insider transaction report, which primarily reflects individual executive financial planning rather than broader industry trends. Tempus AI operates in the healthcare AI sector.

Related Party Transactions

• The 86,756 indirect shares held by Theodore J. Leonsis Revocable Trust originated from pro rata distributions by Revolution Growth GP III, LP, where the reporting person is a member of the investment committee of the ultimate general partner.

Stakeholder Impact

• Shareholders: May view the sale as a slight negative signal, but the 10b5-1 plan and retained significant ownership mitigate concerns.

Key Dates

Recommendation

The sale by Director Theodore Leonsis, while reducing his direct stake, was conducted under a pre-arranged Rule 10b5-1 plan, which suggests it's a planned diversification rather than a reaction to new negative information. He retains a substantial beneficial ownership of over 100,000 shares, indicating continued alignment with the company's long-term prospects. Given the pre-planned nature and retained stake, this transaction alone does not warrant a change in investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Tempus AI, TEM, Theodore Leonsis, Insider Trading, Form 4, Stock Sale, Director, 10b5-1 Plan, Equity, Healthcare Technology