SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEFKOFSKY ERIC P

(Last)

(First)

(Middle)

C/O TEMPUS AI, INC.

600 WEST CHICAGO AVENUE, SUITE 510

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tempus AI, Inc. [ TEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/18/2025		S⁽¹⁾		11,567	D	$65.26⁽²⁾	2,008,475	D
Class A Common Stock	11/18/2025		S⁽¹⁾		5,262	D	$66.15⁽³⁾	2,003,213	D
Class A Common Stock	11/20/2025		S⁽⁴⁾		6,221	D	$65.59⁽⁵⁾	9,068,312	I	By Gray Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		6,467	D	$66.33⁽⁷⁾	9,061,845	I	By Gray Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		1,913	D	$67.39⁽⁸⁾	9,059,932	I	By Gray Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		910	D	$68.38⁽⁹⁾	9,059,022	I	By Gray Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		2,041	D	$69.43⁽¹⁰⁾	9,056,981	I	By Gray Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		3,074	D	$70.58⁽¹¹⁾	9,053,907	I	By Gray Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		8,841	D	$71.63⁽¹²⁾	9,045,066	I	By Gray Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		3,783	D	$72.2⁽¹³⁾	9,041,283	I	By Gray Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		24,881	D	$65.59⁽⁵⁾	16,812,588⁽¹⁴⁾	I	By Blue Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		25,866	D	$66.33⁽⁷⁾	16,786,722	I	By Blue Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		7,660	D	$67.39⁽⁸⁾	16,779,062	I	By Blue Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		3,640	D	$68.38⁽⁹⁾	16,775,422	I	By Blue Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		8,158	D	$69.43⁽¹⁰⁾	16,767,264	I	By Blue Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		12,295	D	$70.58⁽¹¹⁾	16,754,969	I	By Blue Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		35,362	D	$71.63⁽¹²⁾	16,719,607	I	By Blue Media, LLC⁽⁶⁾
Class A Common Stock	11/20/2025		S⁽⁴⁾		15,138	D	$72.2⁽¹³⁾	16,704,469	I	By Blue Media, LLC⁽⁶⁾
Class A Common Stock								406	I	By 346 Long LLC⁽⁶⁾
Class A Common Stock								10,000,000	I	Lefkofsky Family 2025 GRAT⁽⁶⁾
Class A Common Stock								206	I	By Black Media, LLC⁽⁶⁾
Class A Common Stock								832,131⁽¹⁴⁾	I	By Lefkofsky Family Foundation⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.7216 to $65.685 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), (3), (5), (7), (8), (9), (10), (11), (12) and (13).

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.62 inclusive.

4. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.94 to $65.935 inclusive.

6. 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 and (iii) a trustee of Lefkofsky Family Foundation. The Reporting Person's spouse is the trustee of the Lefkofsky Family 2025 GRAT.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.94 to $66.935 inclusive.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.94 to $67.93 inclusive.

9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.94 to $68.835 inclusive.

10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.00 to $69.90 inclusive.

11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.05 to $71.04 inclusive.

12. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.065 to $72.06 inclusive.

13. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.065 to $72.40 inclusive.

14. Represents the number of shares owned after Blue Media, LLC contributed a portion of its shares to the Lefkofsky Family Foundation.

	/s/ Andrew Polovin, Attorney-in-Fact	11/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

CEO and Chairman Lefkofsky Eric P sold $12,569,043 worth of shares (183,079 units at $68.65), decreasing direct ownership by 0.83% to 2,003,213 units (SEC Form 4)