Form 8-K

8-K — Tempus AI, Inc.

Accession: 0001193125-26-206317

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001717115

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tem-20260505.htm (Primary)

EX-99.1 (tem-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tem-20260505.htm · Sequence: 1

8-K

false000171711500017171152026-05-052026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 05, 2026

Tempus AI, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-42130

47-4903308

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

600 West Chicago Avenue

Suite 510

Chicago, Illinois

60654

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 976-5448

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

TEM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2026, Tempus AI, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filling.

Item 7.01 Regulation FD Disclosure.

On May 5, 2026, the Company made available on the “Events” page of its investor relations website at http://investors.tempus.com supplemental financial information for the quarter ended March 31, 2026 and a letter from its Chief Executive Officer and Chief Financial Officer. The contents of the Company’s website referenced in this Current Report on Form 8-K are not incorporated into this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filling.

The Company routinely uses its investor relations website (http://investors.tempus.com) to post presentations to investors and other important information, including information that may be material. Accordingly, the Company encourages investors and others interested in the Company to review the information it makes public on its investor relations website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press release issued by Tempus AI, Inc. dated May 5, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tempus AI, Inc.

Date:

May 5, 2026

By:

/s/ James Rogers

James Rogers

Chief Financial Officer

EX-99.1

Filename: tem-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Tempus Reports First Quarter 2026 Results

CHICAGO, May 5, 2026 — Tempus AI, Inc. (NASDAQ: TEM), a technology company leading the adoption of AI to advance precision medicine and patient care, today reported financial results for the quarter ended March 31, 2026.

• Revenue of $348.1 million, up 36.1% year-over-year

• Diagnostics revenue of $261.1 million, representing 34.7% growth year-over-year, driven by Oncology volume growth of 28%

• MRD volume was ~6,500 tests in Q1 2026, up ~500% year-over-year

• Data and Applications revenue of $87.0 million, representing 40.5% year-over-year growth, with Insights (data licensing and modeling) growing 44.1%

• $643.8 million in cash and marketable securities as of March 31, 2026

• Increasing revenue guidance to $1.59 to $1.60 billion for 2026 and expect full year 2026 Adjusted EBITDA of approximately $65 million

“Our strong financial and operational performance this quarter underscores the accelerating demand for our AI-driven diagnostic platform and the immense value of our multimodal data and corresponding AI models,” said Eric Lefkofsky, Founder and CEO of Tempus. “We continue to see strong momentum as we deploy more sophisticated algorithms across our platform, driving 36% revenue growth year-over-year, with particular strength in our Oncology diagnostic business and data and modeling business”.

First Quarter Summary Results

• Revenue increased 36.1% year-over-year to $348.1 million.

• Diagnostics generated $261.1 million of revenue, representing 34.7% year-over-year growth, driven by Oncology volume growth of 28% and Hereditary volume growth of 54% (7% growth when accounting for Ambry's 2025 pre-acquisition volumes given February's closing date).

• Data and Applications revenue generated $87.0 million of revenue, representing 40.5% year-over-year growth, with Insights growing 44.1%.

• Gross profit increased 43.1% year-over-year to $222.0 million, led by growth in Data and Applications.

• Net loss was ($125.9 million), which included $56.3 million of stock compensation expense and related employer payroll taxes in the first quarter and $32.3 million in unrealized losses on marketable securities, compared to a net loss of ($68.0 million) in the first quarter of 2025 and a net loss of ($54.2 million) in the fourth quarter of 2025.

• Adjusted EBITDA was ($2.8 million), compared to ($16.2 million) in the first quarter of 2025 and $12.9 million in the fourth quarter of 2025.

Recent Operational Highlights

• Established a multi-year, strategic collaboration with Merck to accelerate biomarker discovery and development by leveraging Tempus’ multimodal data and Lens analytical platform.

• Expanded our collaboration with Gilead to provide enterprise-wide access to our AI-driven Lens platform and multimodal datasets, aimed at advancing their oncology pipeline through real-world evidence and AI-driven insights.

• Selected by Northwestern Medicine to expand genomic testing access to oncology patients across the health system, leveraging Tempus' full suite of DNA, RNA, liquid biopsy, and MRD tests to enable more personalized cancer care and clinical trial design.

• Entered a multi-year strategic collaboration with NYU Langone Health, centered on a prospective observational study that uses serial molecular profiling to track cancer evolution and treatment resistance, with the goal of developing AI-powered diagnostic tools and personalized therapies.

• Entered strategic collaboration with Blood Cancer United to develop one of the largest real-world data registries for pediatric acute myeloid leukemia, aimed at accelerating research and improving treatment options for young patients.

• Announced study results from the ALERT trial in collaboration with Medtronic showing that Tempus’ AI-driven EHR notifications increased life-saving heart valve procedures by 40% for patients with significant disease.

• Published a study in JCO Precision Oncology demonstrating that Tempus' advanced features including tumor-normal matching and RNA sequencing identified actionable findings in 12% of patients that were missed by standard testing.

• Announced the launch of a first-of-its-kind pan-cancer algorithm that utilizes RNA expression data to identify Homologous Recombination Deficiency (HRD), expanding the number of patients who may benefit from PARP inhibitors beyond those identified by traditional DNA testing.

First Quarter Financial Results

Three Months Ended March 31,

2026

2025

Change

(in thousands, except percentages and per share amounts)

(unaudited)

Revenue

348,116

255,737

36.1

Gross profit

222,041

155,203

43.1

Loss from operations

(84,711

)

(68,689

)

23.3

Non-GAAP loss from operations

(11,580

)

(25,777

)

(55.1

Net loss

(125,919

)

(68,037

)

85.1

Non-GAAP net loss

(22,612

)

(41,561

)

(45.6

Adjusted EBITDA

(2,833

)

(16,174

)

82.5

Net loss per share, basic

(0.70

)

(0.40

)

75.0

Non-GAAP net loss per share, basic

(0.13

)

(0.24

)

(45.8

Financial Outlook and Guidance

Tempus is increasing full year 2026 revenue guidance to $1.59 billion - $1.60 billion, which represents ~25% annual growth. We continue to expect 2026 Adjusted EBITDA to be ~$65 million.

For additional information on the quarter, including a letter from our CEO and CFO, please visit our investor relations site at investors.tempus.com.

Webcast and Conference Call Information

A conference call and webcast will begin today, May 5, 2026 after market close at 4:30 p.m. Eastern Time. Interested parties may access details at:

Conference ID: 4294068

Domestic Dial-in Number: (646) 307-1963

International Dial-in Number: (800) 715-9871

Live webcast: https://edge.media-server.com/mmc/p/rv7jv7ti

The webcast may be accessed on the company’s investor relations website at investors.tempus.com. For those unable to listen to the live webcast, a recording will be made available on the company’s website after the event and will be accessible for one year. Visit the investor relations website to find the company’s latest deck, and commentary on the quarter by Eric Lefkofsky, Founder and CEO and Jim Rogers, CFO, which will be discussed on the conference call and webcast.

Tempus Inaugural Investor Day and Webcast Details

Tempus will host its inaugural Investor Day for analysts and institutional investors on Friday, May 29, 2026.

The event will feature comprehensive presentations from several senior Tempus leaders, highlighting key developments across the company's Diagnostics and Data & Applications organizations. The live webcast of management presentations is scheduled to begin at 8:00 a.m. Central Time.

The Investor Day will be broadcast live and can be accessed through the Investor Relations section of the Tempus website under the “News & Events” tab at investors.tempus.com. Institutional investors can request in-person attendance at our Chicago headquarters by emailing investorrelations@tempus.com.

About Tempus

Tempus is a technology company advancing precision medicine through the practical application of artificial intelligence in healthcare. With one of the world’s largest libraries of multimodal data, and an operating system to make that data accessible and useful, Tempus provides AI-enabled precision medicine solutions to physicians to deliver personalized patient care and in parallel facilitates discovery, development and delivery of optimal therapeutics. The goal is for each patient to benefit from the treatment of others who came before by providing physicians with tools that learn as the company gathers more data. For more information, visit tempus.com.

Non-GAAP Financial Measures

In addition to the financial information presented in this release in accordance with accounting principles generally accepted in the United States of America (GAAP), Tempus also presents adjusted non-GAAP financial measures.

Non-GAAP gross profit is defined as GAAP gross profit, excluding stock-based compensation expense and employer payroll tax related to stock-based compensation (collectively, the “stock-based compensation adjustments”). Non-GAAP gross margin is defined as gross profit, excluding the stock-based compensation adjustments, as a percentage of revenue. Non-GAAP operating expenses are calculated as the sum of technology research and development expense, research and development expense, and selling, general and administrative expense, excluding the stock-based compensation adjustments, acquisition-related expenses, and amortization of intangibles due to acquisition. Non-GAAP loss from operations is defined as loss from operations, adjusted to exclude (i) the stock-based compensation adjustments, (ii) acquisition-related expenses, and (iii) amortization of intangibles due to acquisition. Non-GAAP net loss is defined as net loss, adjusted to exclude (i) changes in fair value of our marketable equity securities and indemnity-related holdback liabilities, (ii) the stock-based compensation adjustments, (iii) acquisition-related expenses, (iv) amortization of intangibles due to acquisition, (v) losses from equity method investments, (vi) benefit from income taxes, and (vii) amortization of deferred other income from our IP License Agreement with SB Tempus. Non-GAAP net loss per share is defined as non-GAAP net loss divided by weighted average common shares outstanding, basic and diluted.

Adjusted EBITDA is defined as net loss, adjusted to exclude (i) interest income, (ii) interest expense, (iii) depreciation and amortization, (iv) benefit from income taxes, (v) losses from equity method investments, (vi) changes in fair value of our marketable equity securities and indemnity-related holdback liabilities, (vii) the stock-based compensation adjustments, (viii) acquisition-related expenses, and (ix) amortization of deferred other income from our IP License Agreement with SB Tempus.

Tempus believes these non-GAAP financial measures are useful to investors and others because they allow for additional information with respect to financial measures used by management in its financial and operational decision-making and they may be used by institutional investors and the analyst community to help them analyze the health of Tempus’ business. In particular, Adjusted EBITDA is a key measurement used by Tempus management to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. However, there are a number of limitations related to the use of non-GAAP financial measures, and these non-GAAP measures should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these non-GAAP financial measures differently or not at all, which reduces their usefulness as comparative measures.

Tempus does not provide guidance for net loss, the most directly comparable GAAP measure to Adjusted EBITDA, and similarly cannot provide a reconciliation between Tempus’ forecasted Adjusted EBITDA and net loss without unreasonable effort due to the unavailability of reliable estimates for certain components of net loss and the respective reconciliations. These forecasted items are not within Tempus’ control, may vary greatly between periods, and could significantly impact future financial results.

Other Key Metrics

Total Remaining Contract Value (TCV) is equal to the total potential value of signed contracts and assumes the exercise of all contract options, all discretionary opt-ins, and no early termination. Remaining TCV excludes any revenue recognized to date on these contracts or any future adjustments made to the contractual value as a result of amendments or terminations.

Net Revenue Retention compares the annual Insights product revenue generated from all customers that made an Insights purchase in one year to the annual Insights product revenue generated from the same cohort of customers in the subsequent year.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about Tempus and its industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this press release are forward-looking statements, including, but not limited to, Tempus’ expected financial results for full year 2026; expectations concerning Tempus' collaborations and partnerships; and Tempus' growth expectations. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. Tempus cautions you that the foregoing may not include all of the forward-looking statements made in this press release.

You should not rely on forward-looking statements as predictions of future events. Tempus has based the forward-looking statements contained in this press release primarily on its current expectations and projections about future events and trends that it believes may affect Tempus’ business, financial condition, results of operations and prospects. These forward-looking statements are subject to risks and uncertainties related to: the intended use of Tempus’ products and services; Tempus’ financial performance; the ability to attract and retain customers and partners; managing Tempus’ growth and future expenses; competition and new market entrants; compliance with new laws, regulations and executive actions, including any evolving regulations in the artificial intelligence space; the ability to maintain, protect and enhance Tempus’ intellectual property; the ability to attract and retain qualified team members and key personnel; the ability to repay or refinance outstanding debt, or to access additional financing; future acquisitions, divestitures or investments, including Tempus’ ability to realize the expected benefits of the acquisition of Paige AI, Ambry Genetics and Deep 6 AI; the potential adverse impact of climate change, natural disasters, health epidemics, macroeconomic conditions, trade tensions and tariffs, and war or other armed conflict, as well as risks, uncertainties, and other factors described in the section titled “Risk Factors” in Tempus’ Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“the SEC”) on February 24, 2026, as well as in other filings Tempus may make with the SEC from time to time. In addition, any forward-looking statements contained in this press release are based on assumptions that Tempus believes to be reasonable as of this date. Tempus undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Contacts

Tempus Communications

Hanah Heintzelman

media@tempus.com

Tempus Investor Relations

Elizabeth Krutoholow

Elizabeth.krutoholow@tempus.com

Source: Tempus AI, Inc.

Tempus AI, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

(in thousands, except per share amounts)

Three Months Ended March 31,

2026

2025

Net revenue

Diagnostics

261,098

193,804

Data and applications(1)

87,018

61,933

Total net revenue

348,116

255,737

Cost and operating expenses

Cost of revenues, diagnostics

100,960

84,783

Cost of revenues, data and applications

25,115

15,751

Technology research and development

45,921

33,391

Research and development

48,237

35,874

Selling, general and administrative

212,594

154,627

Total cost and operating expenses

432,827

324,426

Loss from operations

(84,711

)

(68,689

)

Interest income

3,866

1,813

Interest expense

(14,341

)

(18,003

)

Other expense, net

(27,709

)

(27,455

)

Loss before benefit from income taxes

(122,895

)

(112,334

)

Benefit from income taxes

46,180

Losses from equity method investments

(3,086

)

(1,883

)

Net Loss

(125,919

)

(68,037

)

Net loss per share

Basic

(0.70

)

(0.40

)

Diluted

(0.71

)

(0.40

)

Weighted-average shares outstanding used to compute net loss per share

Basic

178,880

170,506

Diluted

178,964

170,506

Comprehensive Loss, net of tax

Net loss

(125,919

)

(68,037

)

Foreign currency translation adjustment

(1,810

)

4,598

Comprehensive loss

(127,729

)

(63,439

)

(1) Includes related party revenue of $21,823 and $631 for the three months ended March 31, 2026 and 2025, respectively.

Tempus AI, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

March 31, 2026

December 31, 2025

Assets

Current Assets

Cash and cash equivalents

521,170

604,787

Accounts receivable(1), net of allowances of $2,872 and $2,755 at March 31, 2026 and December 31, 2025, respectively

308,599

311,170

Inventory

51,831

51,724

Related party asset

11,910

8,785

Prepaid expenses and other current assets

42,530

40,498

Marketable equity securities

117,902

150,211

Total current assets

1,053,942

1,167,175

Property and equipment, net

88,593

89,156

Goodwill

470,169

470,211

Intangible assets, net

330,587

349,202

Capitalized software, net

9,505

6,051

Investments and other assets

20,530

21,111

Investment in joint venture

81,675

86,557

Related party asset, less current portion

13,090

16,215

Operating lease right-of-use assets

62,306

64,496

Restricted cash

4,694

4,664

Total Assets

2,135,091

2,274,838

Liabilities, Convertible redeemable preferred stock, and Stockholders' equity

Current Liabilities

Accounts payable

41,023

81,994

Accrued expenses

160,628

155,370

Deferred revenue(2)

72,866

92,673

Deferred other income

15,955

Other current liabilities

10,248

8,680

Operating lease liabilities

12,639

13,355

Accrued data licensing fees

4,597

4,361

Total current liabilities

317,956

372,388

Operating lease liabilities, less current portion

72,723

74,272

Convertible promissory note

199,279

208,672

Other long-term liabilities

54,115

56,600

Revolving credit facility

100,000

Interest payable

15,844

12,393

Long-term debt, net

204,624

202,753

Convertible senior notes, net

729,267

728,078

Deferred other income, less current portion

3,989

7,977

Deferred revenue, less current portion

20,889

20,379

Total Liabilities

1,718,686

1,783,512

(1) Includes related party accounts receivable of $15,690 and $6,428 as of March 31, 2026 and December 31, 2025, respectively.

(2) Includes related party deferred revenue of $403 and $3,938 as of March 31, 2026 and December 31, 2025, respectively.

Tempus AI, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

Commitments and contingencies (Note 8)

Convertible redeemable preferred stock, $0.0001 par value, 20,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively, no shares issued and outstanding at March 31, 2026 and December 31, 2025

—

Stockholders' equity

Class A Common Stock, $0.0001 par value, 1,000,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively; 174,360,831 and 173,235,428 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Class B Common Stock, $0.0001 par value, 5,500,000 shares authorized at March 31, 2026 and December 31, 2025, respectively; 5,043,789 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Treasury Stock, 183,229 shares at March 31, 2026 and December 31, 2025, respectively, at cost

(6,642

)

(6,642

)

Additional Paid-In Capital

2,945,718

2,892,910

Accumulated Other Comprehensive (Loss) Income

(908

)

902

Accumulated deficit

(2,521,781

)

(2,395,862

)

Total Stockholders' equity

416,405

491,326

Total Liabilities, Convertible redeemable preferred stock, and Stockholders' equity

2,135,091

2,274,838

Tempus AI, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands, except per share amounts)

Three Months Ended March 31,

2026

2025

Operating activities

Net loss

(125,919

)

(68,037

)

Adjustments to reconcile net loss to net cash used in operating activities

Stock-based compensation

52,706

22,974

Loss on marketable equity securities

32,309

31,805

Loss on disposal of property and equipment

334

—

Deferred income taxes

—

(46,216

)

Losses from equity method investments

3,086

1,883

Amortization of original issue discount

1,448

560

Amortization of deferred financing fees

157

Change in fair value of holdback liability

(1,167

)

Depreciation and amortization

26,175

20,353

Provision for bad debt expense

636

316

Provision for obsolete inventory

225

—

Non-cash operating lease costs

3,502

2,089

Minimum accretion expense

248

PIK interest added to principal

1,674

3,274

Change in assets and liabilities

Accounts receivable(1)

1,990

(45,175

)

Inventory

(332

)

(911

)

Prepaid expenses and other current assets

(2,032

)

(5,798

)

Investments and other assets

433

(3,358

)

Accounts payable

(50,553

)

23,572

Deferred revenue(2)

(19,297

)

(12,377

)

Deferred other income

(3,989

)

(3,988

)

Accrued data licensing fees

)

(250

)

Accrued expenses & other

5,257

(27,606

)

Interest payable

3,677

3,508

Operating lease liabilities

(3,577

)

(2,693

)

Net cash used in operating activities

(73,277

)

(105,624

)

(1) Includes increase in related party accounts receivable of $9,262 for the three months ended March 31, 2026. Includes decrease in related party accounts receivable of $3,603 for the three months ended March 31, 2025.

(2) Includes decrease in related party deferred revenue of $3,535 for the three months ended March 31, 2026. Includes increase in related party deferred revenue of $300 for the three months ended March 31, 2025.

Tempus AI, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands, except per share amounts)

Three Months Ended March 31,

2026

2025

Investing activities

Purchases of property and equipment

(8,202

)

(2,074

)

Proceeds from sale of marketable equity securities

—

8,316

Business combinations, net of cash acquired (Note 4)

—

(380,762

)

Capitalized software costs

(1,865

)

(1,298

)

Net cash used in investing activities

(10,067

)

(375,818

)

Financing activities

Payment of deferred offering costs

(45

)

—

Proceeds from revolving credit facility, net of original issue discount

—

98,000

Proceeds from long-term debt, net of original issue discount

—

196,000

Payment of deferred financing fees

(226

)

(958

)

Net cash (used in) provided by financing activities

(271

)

293,042

Effect of foreign exchange rates on cash

(109

)

Net decrease in Cash, Cash Equivalents and Restricted Cash

(83,587

)

(188,509

)

Cash, cash equivalents and restricted cash, beginning of period

609,451

341,835

Cash, cash equivalents and restricted cash, end of period

525,864

153,326

Cash, Cash Equivalents and Restricted Cash are Comprised of:

Cash and cash equivalents

521,170

151,603

Restricted cash and cash equivalents

4,694

1,723

Total cash, cash equivalents and restricted cash

525,864

153,326

Supplemental disclosure of cash flow information

Cash paid during the year for interest

9,322

10,849

Cash (received from) paid for income taxes

(56

)

—

Supplemental disclosure of noncash investing and financing activities

Purchases of property and equipment, accrued but not paid

4,592

7,003

Redemption of convertible promissory note

9,393

7,060

Capitalized software costs, accrued but not yet paid

2,129

—

Deferred offering costs, accrued but not yet paid

100

—

Class A Common Stock issued in connection with business combinations

—

310,320

Convertible promissory note principal reset due to amendment

—

72,488

Tempus AI, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

(in thousands, except percentages and per share amounts)

Diagnostics Gross Profit & Gross Margin

Three Months Ended March 31,

2026

2025

Diagnostics revenue

261,098

193,804

Cost of revenues, diagnostics

100,960

84,783

Gross profit, diagnostics

160,138

109,021

Stock-based compensation expense

2,122

1,035

Employer payroll tax related to stock-based compensation

334

Non-GAAP gross profit, diagnostics

162,594

110,104

Diagnostics gross margin

61.3

56.3

Stock-based compensation expense

0.8

0.5

Employer payroll tax related to stock-based compensation

0.1

0.0

Non-GAAP gross margin, diagnostics

62.3

56.8

Data and applications Gross Profit & Gross Margin

Three Months Ended March 31,

2026

2025

Data and applications revenue

87,018

61,933

Cost of revenues, data and applications

25,115

15,751

Gross profit, data and applications

61,903

46,182

Stock-based compensation expense

1,553

611

Employer payroll tax related to stock-based compensation

184

Non-GAAP gross profit, data and applications

63,640

46,837

Gross margin, data and applications

71.1

74.6

Stock-based compensation expense

1.8

1.0

Employer payroll tax related to stock-based compensation

0.2

0.1

Non-GAAP gross margin, data and applications

73.1

75.6

Total Gross Profit & Gross Margin

Three Months Ended March 31,

2026

2025

Net revenue

348,116

255,737

Cost of revenues

126,075

100,534

Gross profit

222,041

155,203

Stock-based compensation expense

3,675

1,646

Employer payroll tax related to stock-based compensation

518

Non-GAAP gross profit

226,234

156,940

Gross margin

63.8

60.7

Stock-based compensation expense

1.1

0.6

Employer payroll tax related to stock-based compensation

0.1

0.0

Non-GAAP gross margin

65.0

61.4

Operating Expenses

Three Months Ended March 31,

2026

2025

Technology research and development

45,921

33,391

Stock-based compensation expense

9,506

3,319

Employer payroll tax related to stock-based compensation

812

261

Non-GAAP technology research and development

35,603

29,811

Research and development

48,237

35,874

Stock-based compensation expense

4,565

1,982

Employer payroll tax related to stock-based compensation

483

176

Non-GAAP research and development

43,189

33,716

Selling, general and administrative

212,594

154,627

Stock-based compensation expense

34,960

16,027

Employer payroll tax related to stock-based compensation

1,745

4,725

Acquisition related expenses(1)

)

3,529

Amortization of intangibles due to acquisition

16,871

11,156

Non-GAAP selling, general and administrative

159,022

119,190

Operating expenses

306,752

223,892

Stock-based compensation expense

49,031

21,328

Employer payroll tax related to stock-based compensation

3,040

5,162

Acquisition related expenses(1)

)

3,529

Amortization of intangibles due to acquisition

16,871

11,156

Non-GAAP operating expenses

237,814

182,717

(1) Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three months ended March 31, 2026 and 2025.

Loss from Operations

Three Months Ended March 31,

2026

2025

Loss from operations

(84,711

)

(68,689

)

Stock-based compensation expense

52,706

22,974

Employer payroll tax related to stock-based compensation

3,558

5,253

Acquisition related expenses(1)

)

3,529

Amortization of intangibles due to acquisition

16,871

11,156

Non-GAAP loss from operations

(11,580

)

(25,777

)

(1) Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three months ended March 31, 2026 and 2025.

Earnings per Share

Three Months Ended March 31,

2026

2025

Net loss

(125,919

)

(68,037

)

Fair value changes(1)

31,141

31,850

Stock-based compensation expense

52,706

22,974

Employer payroll tax related to stock-based compensation

3,558

5,253

Acquisition related expenses(2)

)

3,529

Amortization of intangibles due to acquisition

16,871

11,156

Losses from equity method investments

3,086

1,883

Benefit from income taxes

(62

)

(46,180

)

Amortization of technology license

(3,989

)

(3,989

)

Non-GAAP net loss

(22,612

)

(41,561

)

Non-GAAP net loss per share, basic

(0.13

)

(0.24

)

Weighted average common shares outstanding, basic

178,880

170,506

(1) Fair value changes include gains and losses related to quarterly fair value adjustments of our marketable equity securities and indemnity-related holdback liabilities.

(2) Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three months ended March 31, 2026 and 2025.

Adjusted EBITDA

Three Months Ended March 31,

2026

2025

Net loss

(125,919

)

(68,037

)

Interest income

(3,866

)

(1,813

)

Interest expense

14,341

18,003

Depreciation

7,425

7,883

Amortization

18,750

12,470

Benefit from income taxes

(62

)

(46,180

)

EBITDA

(89,331

)

(77,674

)

Losses from equity method investments

3,086

1,883

Fair value changes(1)

31,141

31,850

Stock-based compensation expense

52,706

22,974

Employer payroll tax related to stock-based compensation

3,558

5,253

Acquisition related expenses(2)

)

3,529

Amortization of technology license

(3,989

)

(3,989

)

Adjusted EBITDA

(2,833

)

(16,174

)

(1) Fair value changes include gains and losses related to quarterly fair value adjustments of our marketable equity securities and indemnity-related holdback liabilities.

(2) Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions of during the three months ended March 31, 2026 and 2025.

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