LEFKOFSKY ERIC P 4

What Happened

• Eric P. Lefkofsky, a 10% owner of Tempus AI (TEM), disposed of 166,250 shares in open-market sales on January 28, 2026. The sales were reported in four lots: 25,631 @ $65.41 ($1,676,524), 7,619 @ $66.06 ($503,311), 102,474 @ $65.41 ($6,702,824), and 30,526 @ $66.06 ($2,016,548), for a total proceeds of $10,899,207. These transactions are sales (code S) and were executed pursuant to a pre-established Rule 10b5-1 trading plan.

Key Details

• Transaction date: 2026-01-28; Form filed: 2026-01-30 (filed within the typical 2-business-day Form 4 window).
• Per-line weighted-average prices reported: $65.41 and $66.06. Footnote details:
  • F1: Trades made under a Rule 10b5-1 plan adopted March 4, 2025.
  • F2: The $65.41 weighted average reflects multiple trades priced between $64.80 and $65.79.
  • F4: The $66.06 weighted average reflects multiple trades priced between $65.7986 and $66.65.
  • F3: Reporting person controls/affiliations listed (various LLCs and foundations); spouse is trustee of a related family trust.
• Shares owned after the transaction: not specified in the provided excerpt of the filing.

Context

• These were open-market sales by a 10% owner under a 10b5-1 plan, which is a prearranged trading program and is commonly used to avoid concerns about trading on nonpublic information. Sales by large shareholders can be routine (liquidity, portfolio management) and do not by themselves indicate company prospects.