=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-19
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Tempus AI, Inc. (TEM)
CIK: 0001717115
--- Reporting Owner ---
Name: LEFKOFSKY ERIC P
CIK: 0001114357
Role: Director, Officer (CEO and Chairman), 10%+ Owner
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-02-19 | Code: S (Open market sale)
Shares: -8,552 | Price: $58.31
Total Value: $498,667.12
Shares Owned After: 8,932,981 | Ownership: I (Indirect) | Nature: By Gray Media, LLC
Footnotes:
[F1] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
[F2] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.61 to $58.6097 inclusive. 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 footnotes (2), (4), (5) and (7).
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-02-19 | Code: S (Open market sale)
Shares: -23,775 | Price: $59.04
Total Value: $1,403,676.00
Shares Owned After: 8,909,206 | Ownership: I (Indirect) | Nature: By Gray Media, LLC
Footnotes:
[F1] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
[F4] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.61 to $59.6074 inclusive.
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-02-19 | Code: S (Open market sale)
Shares: -923 | Price: $59.70
Total Value: $55,103.10
Shares Owned After: 8,908,283 | Ownership: I (Indirect) | Nature: By Gray Media, LLC
Footnotes:
[F1] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
[F5] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.6102 to $59.8064 inclusive.
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-02-19 | Code: S (Open market sale)
Shares: -33,717 | Price: $58.31
Total Value: $1,966,038.27
Shares Owned After: 16,021,752 | Ownership: I (Indirect) | Nature: By Blue Media, LLC
Footnotes:
[F1] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
[F2] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.61 to $58.6097 inclusive. 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 footnotes (2), (4), (5) and (7).
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-02-19 | Code: S (Open market sale)
Shares: -95,567 | Price: $59.04
Total Value: $5,642,275.68
Shares Owned After: 15,926,185 | Ownership: I (Indirect) | Nature: By Blue Media, LLC
Footnotes:
[F1] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
[F4] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.61 to $59.6074 inclusive.
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-02-19 | Code: S (Open market sale)
Shares: -3,716 | Price: $59.70
Total Value: $221,845.20
Shares Owned After: 15,922,469 | Ownership: I (Indirect) | Nature: By Blue Media, LLC
Footnotes:
[F1] This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
[F5] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.6102 to $59.8064 inclusive.
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-02-19 | Code: S (Open market sale)
Shares: -13,587 | Price: $59.05
Total Value: $802,312.35
Shares Owned After: 1,989,626 | Ownership: D (Direct)
Footnotes:
[F6] Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This 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.
[F7] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.71 to $59.38 inclusive.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-02-20 | Code: A (Grant or award)
Shares: +263,430 | Price: $0.00
Shares Owned After: 2,253,056 | Ownership: D (Direct)
Footnotes:
[F8] Represents (i) 13,430 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 250,000 shares certified as earned with respect to an award of performance-based stock units ("PSUs") granted on August 7, 2025. The Issuer's Board of Directors certified the achievement of the applicable performance metrics and goals on February 20, 2026 and the PSUs will vest, in accordance with their terms, on August 15, 2026.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Holding #2]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Holding #3]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Holding #4]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
[Holding #5]
Security: Class A Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
--- Footnotes (Complete Index) ---
F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.
F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.61 to $58.6097 inclusive. 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 footnotes (2), (4), (5) and (7).
F3: The Reporting Person is (i) a member of, and controls a limited liability company that is a member of, 346 Long LLC, (ii) the sole manager of each of Black Media, LLC, Blue Media, LLC and Gray Media, LLC, (iii) a trustee of each of Lefkofsky Family Foundation and Vas.org Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.
F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.61 to $59.6074 inclusive.
F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.6102 to $59.8064 inclusive.
F6: Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. This 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.
F7: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.71 to $59.38 inclusive.
F8: Represents (i) 13,430 fully vested restricted stock units, comprising the Reporting Person's 2025 bonus award, and (ii) 250,000 shares certified as earned with respect to an award of performance-based stock units ("PSUs") granted on August 7, 2025. The Issuer's Board of Directors certified the achievement of the applicable performance metrics and goals on February 20, 2026 and the PSUs will vest, in accordance with their terms, on August 15, 2026.
--- Signature ---
/s/ /s/ Andrew Polovin, Attorney-in-Fact (2026-02-20)
