Tempus AI

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2025-12-18 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: 2025-12-18 | Code: S (Open market sale) Shares: -3,571 | Price: $62.26 Total Value: $222,330.46 Shares Owned After: 9,004,462 | 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 $61.59 to $62.5897 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 footnote (2), (4), (5), (6) 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: 2025-12-18 | Code: S (Open market sale) Shares: -5,118 | Price: $63.08 Total Value: $322,843.44 Shares Owned After: 8,999,344 | 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 $62.59 to $63.5897 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: 2025-12-18 | Code: S (Open market sale) Shares: -18,960 | Price: $64.12 Total Value: $1,215,715.20 Shares Owned After: 8,980,384 | 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 $63.59 to $64.5898 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: 2025-12-18 | Code: S (Open market sale) Shares: -2,800 | Price: $64.92 Total Value: $181,776.00 Shares Owned After: 8,977,584 | 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. [F6] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.59 to $65.5649 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 #5] Security: Class A Common Stock Date: 2025-12-18 | Code: S (Open market sale) Shares: -2,801 | Price: $66.04 Total Value: $184,978.04 Shares Owned After: 8,974,783 | 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. [F7] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.59 to $66.50 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: 2025-12-18 | Code: S (Open market sale) Shares: -14,153 | Price: $62.26 Total Value: $881,165.78 Shares Owned After: 16,307,316 | 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 $61.59 to $62.5897 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 footnote (2), (4), (5), (6) and (7). [F8] Represents the number of shares owned after Blue Media, LLC contributed a portion of its shares to the Vas.org. [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: 2025-12-18 | Code: S (Open market sale) Shares: -20,489 | Price: $63.08 Total Value: $1,292,446.12 Shares Owned After: 16,286,827 | 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 $62.59 to $63.5897 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 #8] Security: Class A Common Stock Date: 2025-12-18 | Code: S (Open market sale) Shares: -75,913 | Price: $64.12 Total Value: $4,867,541.56 Shares Owned After: 16,210,914 | 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 $63.59 to $64.5898 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 #9] Security: Class A Common Stock Date: 2025-12-18 | Code: S (Open market sale) Shares: -11,238 | Price: $64.92 Total Value: $729,570.96 Shares Owned After: 16,199,676 | 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. [F6] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.59 to $65.5649 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 #10] Security: Class A Common Stock Date: 2025-12-18 | Code: S (Open market sale) Shares: -11,207 | Price: $66.04 Total Value: $740,110.28 Shares Owned After: 16,188,469 | 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. [F7] The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.59 to $66.50 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. --- Holdings --- [Holding #1] Security: Class A Common Stock Ownership: D (Direct) [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. [Holding #6] Security: Class A Common Stock Ownership: I (Indirect) Footnotes: [F8] Represents the number of shares owned after Blue Media, LLC contributed a portion of its shares to the Vas.org. [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 $61.59 to $62.5897 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 footnote (2), (4), (5), (6) 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 $62.59 to $63.5897 inclusive. F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.59 to $64.5898 inclusive. F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.59 to $65.5649 inclusive. F7: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.59 to $66.50 inclusive. F8: Represents the number of shares owned after Blue Media, LLC contributed a portion of its shares to the Vas.org. --- Signature --- /s/ /s/ Andrew Polovin, Attorney-in-Fact (2025-12-22)