Tempus AI, Inc.
For the period ended Mar 31, 2025. Filed May 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 6, 2025
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Item 5. Other Information
Disclosure of Trading Arrangements
During the fiscal quarter ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as set forth in the table below.
| Type of TradingArrangement | |||||
|---|---|---|---|---|---|
| Name and Position · Action · Date · Rule10b5-1* · Non-Rule10b5-1** · Total Shares ofClass A commonstock to be Sold · Expiration Date | |||||
| Nadja West, Director | Adoption | December 3, 2024 | X | 8,443 | December 1, 2025(1) |
| Eric Lefkofsky, Chief Executive Officer, Founder and Director | Adoption(2) | February 27, 2025 | X | 1,995,000(3) | July 2, 2026 |
| Eric Lefkofsky, Chief Executive Officer, Founder and Director | Modification(4) | March 4, 2025 | X | 3,990,000(5) | July 2, 2026 |
| Ryan Bartolucci, Chief Accounting Officer | Adoption(6) | March 14, 2025 | X | To Be Determined(7) | July 1, 2026 |
- Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
(1)
All transactions under this Rule 10b5-1 trading plan were completed in the first quarter of 2025 and no additional sales will occur under this trading plan.
(2)
Trading under this Rule 10b5-1 trading plan will not commence until completion of the required cooling off period under Rule 10b5-1 and the conclusion of Mr. Lefkofsky’s prior Rule 10b5-1 trading plan.
(3)
Represents the adoption of a Rule 10b5-1 trading plan by each of Blue Media, LLC and Gray Media, LLC, each an entity controlled by Mr. Lefkofsky, providing for the sale of up to 1,596,000 shares of Class A common stock held by Blue Media, LLC and up to 399,000 shares of Class A common stock held by Gray Media, LLC.
(4)
Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of the written plan adopted on February 27, 2025, as described above, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(5)
This Rule 10b5-1 trading plan adopted by each of Blue Media, LLC and Gray Media, LLC, each an entity controlled by Mr. Lefkofsky, provides for the sale of up to 3,192,000 shares of Class A common stock held by Blue Media, LLC and up to 798,000 shares of Class A common stock held by Gray Media, LLC.
(6)
Trading under this Rule 10b5-1 trading plan will not commence until completion of the required cooling off period under Rule 10b5-1 and the conclusion of Mr. Bartolucci’s prior Rule 10b5-1 trading plan.
(7)
This Rule 10b5-1 trading plan provides for sales of up to 100% of the net number of shares received upon vesting of an aggregate of 30,414 RSUs, after giving effect to the withholding or sale of a portion of such shares to satisfy tax withholding obligations. Accordingly, the aggregate maximum number of shares that may be sold pursuant to this trading arrangement is dependent on the amount of tax withholding required upon the vesting of RSUs, and, therefore, is indeterminable at this time.
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