Form 8-K

8-K — Tempus AI, Inc.

Accession: 0001193125-26-326083

Filed: 2026-07-30

Period: 2026-07-30

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-20260730.htm (Primary)

EX-99.1 (tem-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tem-20260730.htm · Sequence: 1

8-K

0001717115false00017171152026-07-302026-07-30

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): July 30, 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 July 30, 2026, Tempus AI, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended June 30, 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 July 30, 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 June 30, 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 July 30, 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:

July 30, 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 Second Quarter 2026 Results

CHICAGO, July 30, 2026 — Tempus AI, Inc. (NASDAQ: TEM), a technology company leading the adoption of AI to advance precision medicine, today reported financial results for the quarter ended June 30, 2026.

“Q2 was another exceptional quarter for us,” said Eric Lefkofsky, Founder and CEO of Tempus. “Our strategy is working given the investments we have made in AI over the past several years are driving some of the best growth rates we have seen in our two largest businesses - Oncology Diagnostics and Data Licensing.”

Second Quarter 2026 Highlights

• Total revenue of $382.5 million, up 22% year-over-year

• Oncology volume growth of 31% year-over-year, up from 28% last quarter

• Molecular residual disease (MRD) volume was 9,000 tests, up from 6,500 last quarter

• Data Licensing & Modeling (Insights) revenue up 36% year-over-year

• Signed ~$200 million in new Data and Applications licenses

• FDA approved xT Tumor Only which will migrate tissue testing to ADLT pricing

• Successfully delivered our first oncology foundation model to AstraZeneca

• Completed a $460 million offering of 0.0% convertible senior notes due 2032

• GAAP net income of $5.6 million and Adjusted EBITDA of $8.0 million

• Cash and marketable securities of $820.7 million as of June 30, 2026

• Increasing revenue guidance to $1.595 to $1.605 billion for 2026 and expect full year Adjusted EBITDA of ~$65 million

On July 20, 2026, Tempus also announced an agreement to acquire Personalis, a leader in the tumor-informed MRD space. “Through our existing collaboration with Personalis, we have already demonstrated the strength of combining highly sensitive MRD technology with our commercial infrastructure,” said Mr. Lefkofsky. “With clinical adoption and reimbursement momentum building, we believe we are collectively well positioned to capture this opportunity, which makes this acquisition particularly exciting.”

Second Quarter 2026 Summary Results

• Revenue increased 22% year-over-year to $382.5 million.

• Diagnostics generated $289.3 million of revenue, representing 20% year-over-year growth, driven by Oncology volume growth of 31%, offset by Hereditary revenue growth of 5%.

• Data and Applications generated $93.2 million of revenue, representing 28% year-over-year growth, with Insights growing 36%.

• Gross profit increased 26% year-over-year to $246.5 million, led by growth in Data and Applications.

• Net income was $5.6 million, which included $55.6 million of stock compensation expense and related employer payroll taxes and $98.5 million in unrealized gains on marketable securities, compared to a net loss of $(42.8 million) in Q2 of 2025.

• Adjusted EBITDA was $8.0 million, compared to ($5.6 million) in Q2 of 2025.

• $820.7 million in cash and marketable securities as of June 30, 2026.

Recent Operational Highlights

• Entered into a definitive agreement to acquire Personalis for $16.25 per share (~$1.5 billion enterprise value), tightly integrating its ultrasensitive NeXT Personal® MRD technology into Tempus' diagnostic platform

• Received FDA approval for tumor-only xT CDx assay, becoming the first laboratory to hold FDA companion diagnostic (CDx) approval for both tumor-only and tumor-normal comprehensive genomic profiling

• Launched digital pathology IMS Open-Source Consortium along with Yale New Haven Hospital (YNHH) and Memorial Sloan Kettering Cancer Center (MSK) to accelerate the democratization and standardization of digital pathology

• Introduced Tempus Preview to provide preliminary results for high impact biomarkers within ~24 hours of tissue receipt

• Announced a strategic collaboration with the Keck School of Medicine of USC to integrate Tempus' AI platform, molecular diagnostics, and clinical trial matching across more than 1.5 million annual patient visits to accelerate precision oncology care

• Introduced initial results from and successfully delivered the first version of our foundation model to AstraZeneca

• Signed large deals with BioNTech, Daiichi Sankyo, Level Set Bio, and Incyte Pharmaceuticals, contributing to ~$200 million in total bookings this quarter

Second Quarter Financial Results

Three Months Ended June 30,

2026

2025

Change

(in thousands, except percentages and per share amounts)

(unaudited)

Revenue

382,486

314,635

Gross profit

246,498

195,039

Loss from operations

(75,913

)

(61,774

)

Non-GAAP loss from operations

(2,708

)

(17,036

)

(84

Net income (loss)

5,642

(42,843

)

113

Non-GAAP net loss

(7,726

)

(37,327

)

(79

Adjusted EBITDA

8,044

(5,580

)

244

Net income (loss) per share, basic

0.03

(0.25

)

112

Non-GAAP net loss per share, basic

(0.04

)

(0.22

)

(82

Financial Outlook and Guidance

Tempus is increasing its full year 2026 revenue guidance to $1.595 to $1.605 billion, which represents ~25% annual growth. We continue to expect 2026 Adjusted EBITDA to be ~$65 million. Guidance assumes no impact from the Personalis transaction, which is expected to close in late Q4 2026 or early 2027.

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, July 30, 2026 after market close at 4:30 p.m. Eastern Time. Interested parties may access details at:

Conference ID: 9053038

United States - New York: (646) 307-1963

USA & Canada - Toll-Free: (800) 715-9871

Live webcast can be accessed here

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.

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, amortization of intangibles due to acquisition, and franchise taxes related to IPO. Non-GAAP loss from operations is defined as loss from operations, adjusted to exclude (i) the stock-based compensation adjustments, (ii) acquisition-related expenses, (iii) franchise taxes related to IPO, and (iv) amortization of intangibles due to acquisition. Non-GAAP net loss is defined as net income (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) provision for (benefit from) income taxes, (vii) franchise taxes related to IPO, and (viii) amortization of deferred other income from our IP License Agreement with SB Tempus, and (ix) loss on debt extinguishment. Non-GAAP net loss per share is defined as non-GAAP net loss divided by weighted average common shares outstanding, basic.

Adjusted EBITDA is defined as net (income) loss, adjusted to exclude (i) interest income, (ii) interest expense, (iii) depreciation and amortization, (iv) provision for (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, (x) franchise taxes related to our IPO, and (xi) loss on debt extinguishment.

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 (income) 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; Tempus' growth expectations; and the pending acquisition of Personalis. 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 consummate the acquisition of Personalis on the contemplated terms or at all and Tempus’ ability to realize the expected benefits of the acquisition of Paige AI, Ambry Genetics, Deep 6 AI and, if consummated, Personalis; 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.

Investors

Elizabeth Krutoholow

Kendra Webster

investorrelations@tempus.com

Media

Kelli Manalli

kelli.manalli@tempus.com

Source: Tempus AI, Inc.

Tempus AI, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net revenue

Diagnostics(1)

289,333

241,843

550,431

435,647

Data and applications(2)

93,153

72,792

180,171

134,725

Total net revenue

382,486

314,635

730,602

570,372

Cost and operating expenses

Cost of revenues, diagnostics

108,233

99,756

209,193

184,539

Cost of revenues, data and applications

27,755

19,840

52,870

35,591

Technology research and development

43,929

34,482

89,850

67,873

Research and development

52,637

41,619

100,874

77,493

Selling, general and administrative

225,845

180,712

438,439

335,339

Total cost and operating expenses

458,399

376,409

891,226

700,835

Loss from operations

(75,913

)

(61,774

)

(160,624

)

(130,463

)

Interest income

3,897

1,093

7,763

2,906

Interest expense

(10,283

)

(21,579

)

(24,624

)

(39,582

)

Loss on debt extinguishment

(11,643

)

—

(11,643

)

—

Other income, net

102,757

41,729

75,048

14,274

Income (loss) before (provision for) benefit from income taxes

8,815

(40,531

)

(114,080

)

(152,865

)

(Provision for) benefit from income taxes

(309

)

(212

)

(247

)

45,968

Losses from equity method investments

(2,864

)

(2,100

)

(5,950

)

(3,983

)

Net income (loss)

5,642

(42,843

)

(120,277

)

(110,880

)

Net income (loss) per share

Basic

0.03

(0.25

)

(0.67

)

(0.64

)

Diluted

0.03

(0.25

)

(0.67

)

(0.64

)

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

Basic

179,917

173,381

179,404

171,960

Diluted

182,397

173,381

179,404

171,960

Comprehensive income (loss), net of tax

Net income (loss)

5,642

(42,843

)

(120,277

)

(110,880

)

Foreign currency translation adjustment

(1,033

)

3,756

(2,843

)

8,354

Comprehensive income (loss)

4,609

(39,087

)

(123,120

)

(102,526

)

(1) Includes related party revenue of $40 and $0 for the three months ended June 30, 2026 and 2025, respectively. Includes related party revenue of $190 and $1 for the six months ended June 30, 2026 and 2025, respectively.

(2) Includes related party revenue of $21,984 and $15,908 for the three months ended June 30, 2026 and 2025, respectively. Includes related party revenue of $43,657 and $16,538 for the six months ended June 30, 2026 and 2025, respectively.

Tempus AI, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

June 30, 2026

December 31, 2025

Assets

Current Assets

Cash and cash equivalents

599,614

604,787

Accounts receivable(1), net of allowances of $2,794 and $2,755 at June 30, 2026 and December 31, 2025, respectively

360,924

311,170

Inventory

53,512

51,724

Related party asset

17,500

8,785

Prepaid expenses and other current assets

42,938

40,498

Marketable equity securities

216,377

150,211

Total current assets

1,290,865

1,167,175

Property and equipment, net

89,066

89,156

Goodwill

470,166

470,211

Intangible assets, net

312,457

349,202

Capitalized software, net

19,772

6,051

Investments and other assets

17,164

21,111

Investment in joint venture

77,811

86,557

Investment in related party

8,750

—

Related party asset, less current portion

14,583

16,215

Operating lease right-of-use assets

60,553

64,496

Restricted cash

4,724

4,664

Total Assets

2,365,911

2,274,838

Liabilities, Convertible redeemable preferred stock, and Stockholders' equity

Current Liabilities

Accounts payable

73,818

81,994

Related party payable

10,000

—

Accrued expenses

181,271

155,370

Deferred revenue(2)

87,251

92,673

Deferred other income

15,955

Other current liabilities

8,293

8,680

Operating lease liabilities

12,192

13,355

Accrued data licensing fees

2,712

4,361

Total current liabilities

391,492

372,388

Operating lease liabilities, less current portion

71,266

74,272

Convertible promissory note

187,929

208,672

Other long-term liabilities

56,270

56,600

Revolving credit facility

—

100,000

Interest payable

19,155

12,393

Long-term debt, net

—

202,753

Convertible senior notes, net

1,172,781

728,078

Deferred other income, less current portion

—

7,977

Deferred revenue, less current portion

22,084

20,379

Total Liabilities

1,920,977

1,783,512

(1) Includes related party accounts receivable of $10,924 and $6,428 as of June 30, 2026 and December 31, 2025, respectively.

(2) Includes related party deferred revenue of $403 and $3,938 as of June 30, 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 June 30, 2026 and December 31, 2025, respectively, no shares issued and outstanding at June 30, 2026 and December 31, 2025

—

Stockholders' equity

Class A Common Stock, $0.0001 par value, 1,000,000,000 shares authorized at June 30, 2026 and December 31, 2025, respectively; 175,200,077 and 173,235,428 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Class B Common Stock, $0.0001 par value, 5,500,000 shares authorized at June 30, 2026 and December 31, 2025, respectively; 5,043,789 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Treasury Stock, 183,229 shares at June 30, 2026 and December 31, 2025, respectively, at cost

(6,642

)

(6,642

)

Additional Paid-In Capital

2,969,637

2,892,910

Accumulated Other Comprehensive (Loss) Income

(1,941

)

902

Accumulated deficit

(2,516,139

)

(2,395,862

)

Total Stockholders' equity

444,934

491,326

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

2,365,911

2,274,838

Tempus AI, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands, except per share amounts)

Six Months Ended June 30,

2026

2025

Operating activities

Net loss

(120,277

)

(110,880

)

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

Stock-based compensation

106,827

45,429

Gain on marketable equity securities

(66,166

)

(6,007

)

Loss on disposal of property and equipment

375

—

Deferred income taxes

—

(46,216

)

Losses from equity method investments

5,950

3,983

Amortization of original issue discount

3,125

1,169

Amortization of deferred financing fees

194

332

Change in fair value of holdback liability

(94

)

312

Loss on debt extinguishment

11,643

—

Depreciation and amortization

52,161

48,385

Provision for bad debt expense

866

625

Provision for obsolete inventory

400

—

Non-cash operating lease costs

6,896

4,573

Minimum accretion expense

108

PIK interest added to principal

1,674

7,157

Change in assets and liabilities

Accounts receivable(1)

(50,565

)

(49,155

)

Inventory

(2,188

)

1,974

Prepaid expenses and other current assets

(2,440

)

(188

)

Investments and other assets

960

(11,073

)

Accounts payable

(30,225

)

7,025

Related party asset

2,917

—

Deferred revenue(2)

(12,467

)

36,836

Deferred other income

(7,977

)

(7,977

)

Accrued data licensing fees

(1,568

)

3,957

Accrued expenses & other

19,941

6,991

Interest payable

6,270

7,122

Operating lease liabilities

(7,122

)

(5,942

)

Net cash used in operating activities

(80,802

)

(61,460

)

(1) Includes increase in related party accounts receivable of $4,496 for the six months ended June 30, 2026. Includes decrease in related party accounts receivable of $2,089 for the six months ended June 30, 2025.

(2) Includes decrease in related party deferred revenue of $3,535 for the six months ended June 30, 2026. Includes increase in related party deferred revenue of $36,685 for the six months ended June 30, 2025.

Tempus AI, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands, except per share amounts)

Six Months Ended June 30,

2026

2025

Investing activities

Purchases of property and equipment

(14,327

)

(9,588

)

Proceeds from sale of marketable equity securities

—

8,316

Business combinations, net of cash acquired (Note 4)

—

(380,762

)

Capitalized software costs

(6,832

)

(3,295

)

Net cash used in investing activities

(21,159

)

(385,329

)

Financing activities

Proceeds from convertible senior notes, net of initial purchasers' discount

443,132

—

Principal payments on long-term debt

(207,717

)

—

Principal payments on revolving credit facility

(100,000

)

—

Prepayment premium on long-term debt

(6,433

)

—

Payment of deferred offering costs

(147

)

—

Purchases of capped call

(31,234

)

—

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

(751

)

(958

)

Net cash provided by financing activities

96,850

293,042

Effect of foreign exchange rates on cash

)

(37

)

Net decrease in Cash, Cash Equivalents and Restricted Cash

(5,113

)

(153,784

)

Cash, cash equivalents and restricted cash, beginning of period

609,451

341,835

Cash, cash equivalents and restricted cash, end of period

604,338

188,051

Cash, Cash Equivalents and Restricted Cash are Comprised of:

Cash and cash equivalents

599,614

186,310

Restricted cash and cash equivalents

4,724

1,741

Total cash, cash equivalents and restricted cash

604,338

188,051

Supplemental disclosure of cash flow information

Cash paid during the year for interest

12,299

23,980

Cash paid for income taxes

247

136

Preferred stock received on accounts receivable(3)

8,750

—

Supplemental disclosure of noncash investing and financing activities

Purchases of property and equipment, accrued but not paid

6,106

6,863

Redemption of convertible promissory note

20,743

14,338

Deferred financing fees, accrued but not yet paid

726

545

Deferred offering costs, accrued but not yet paid

129

Operating lease liabilities arising from obtaining right-of-use assets

360

606

Capitalized software costs, accrued but not yet paid

6,564

—

Class A Common Stock issued in connection with business combinations

—

310,320

Convertible promissory note principal reset due to amendment

—

72,488

(3) Includes related party preferred stock of $8,750 for the six months ended June 30, 2026.

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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Diagnostics revenue

289,333

241,843

550,431

435,647

Cost of revenues, diagnostics

108,233

99,756

209,193

184,539

Gross profit, diagnostics

181,100

142,087

341,238

251,108

Stock-based compensation expense

3,636

1,420

5,758

2,455

Employer payroll tax related to stock-based compensation

124

254

458

302

Non-GAAP gross profit, diagnostics

184,860

143,761

347,454

253,865

Diagnostics gross margin

62.6

58.8

62.0

57.6

Stock-based compensation expense

1.3

0.6

1.0

0.6

Employer payroll tax related to stock-based compensation

0.0

0.1

Non-GAAP gross margin, diagnostics

63.9

59.4

63.1

58.3

Data and applications Gross Profit & Gross Margin

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Data and applications revenue

93,153

72,792

180,171

134,725

Cost of revenues, data and applications

27,755

19,840

52,870

35,591

Gross profit, data and applications

65,398

52,952

127,301

99,134

Stock-based compensation expense

968

693

2,521

1,304

Employer payroll tax related to stock-based compensation

114

237

158

Non-GAAP gross profit, data and applications

66,419

53,759

130,059

100,596

Gross margin, data and applications

70.2

72.7

70.7

73.6

Stock-based compensation expense

1.0

1.4

1.0

Employer payroll tax related to stock-based compensation

0.1

0.2

0.1

Non-GAAP gross margin, data and applications

71.3

73.9

72.2

74.7

Total Gross Profit & Gross Margin

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net revenue

382,486

314,635

730,602

570,372

Cost of revenues

135,988

119,596

262,063

220,130

Gross profit

246,498

195,039

468,539

350,242

Stock-based compensation expense

4,604

2,113

8,279

3,759

Employer payroll tax related to stock-based compensation

177

369

695

460

Non-GAAP gross profit

251,279

197,521

477,513

354,461

Gross margin

64.4

62.0

64.1

61.4

Stock-based compensation expense

1.2

0.7

1.1

0.7

Employer payroll tax related to stock-based compensation

0.0

0.1

Non-GAAP gross margin

65.7

62.8

65.4

62.1

Operating Expenses

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Technology research and development

43,929

34,482

89,850

67,873

Stock-based compensation expense

8,641

3,285

18,147

6,604

Employer payroll tax related to stock-based compensation

358

495

1,170

756

Non-GAAP technology research and development

34,930

30,702

70,533

60,513

Research and development

52,637

41,619

100,874

77,493

Stock-based compensation expense

5,287

2,335

9,852

4,317

Employer payroll tax related to stock-based compensation

248

235

731

411

Non-GAAP research and development

47,102

39,049

90,291

72,765

Selling, general and administrative

225,845

180,712

438,439

335,339

Stock-based compensation expense

35,589

14,722

70,549

30,749

Employer payroll tax related to stock-based compensation

711

774

2,456

5,499

Acquisition related expenses(1)

990

1,992

986

5,521

Amortization of intangibles due to acquisition

16,601

16,771

33,472

27,927

Franchise taxes related to IPO

—

1,647

—

1,647

Non-GAAP selling, general and administrative

171,954

144,806

330,976

263,996

Operating expenses

322,411

256,813

629,163

480,705

Stock-based compensation expense

49,517

20,342

98,548

41,670

Employer payroll tax related to stock-based compensation

1,317

1,504

4,357

6,666

Acquisition related expenses(1)

990

1,992

986

5,521

Amortization of intangibles due to acquisition

16,601

16,771

33,472

27,927

Franchise taxes related to IPO

—

1,647

—

1,647

Non-GAAP operating expenses

253,986

214,557

491,800

397,274

(1) Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three and six months ended June 30, 2026 and 2025.

Loss from Operations

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Loss from operations

(75,913

)

(61,774

)

(160,624

)

(130,463

)

Stock-based compensation expense

54,121

22,455

106,827

45,429

Employer payroll tax related to stock-based compensation

1,493

1,873

5,051

7,126

Acquisition related expenses(1)

990

1,992

986

5,521

Franchise taxes related to IPO

—

1,647

—

1,647

Amortization of intangibles due to acquisition

16,601

16,771

33,472

27,927

Non-GAAP loss from operations

(2,708

)

(17,036

)

(14,288

)

(42,813

)

(1) Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three and six months ended June 30, 2026 and 2025.

Earnings per Share

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss)

5,642

(42,843

)

(120,277

)

(110,880

)

Fair value changes(1)

(97,401

)

(37,546

)

(66,260

)

(5,696

)

Stock-based compensation expense

54,121

22,455

106,827

45,429

Employer payroll tax related to stock-based compensation

1,493

1,873

5,051

7,126

Acquisition related expenses(2)

990

1,992

986

5,521

Amortization of intangibles due to acquisition

16,601

16,771

33,472

27,927

Losses from equity method investments

2,864

2,100

5,950

3,983

Provision for (benefit from) income taxes

309

212

247

(45,968

)

Franchise taxes related to IPO

—

1,647

—

1,647

Amortization of technology license

(3,988

)

(3,988

)

(7,977

)

(7,977

)

Loss on debt extinguishment

11,643

—

11,643

—

Non-GAAP net loss

(7,726

)

(37,327

)

(30,338

)

(78,888

)

Non-GAAP net loss per share, basic

(0.04

)

(0.22

)

(0.17

)

(0.46

)

Weighted average common shares outstanding, basic

179,917

173,381

179,404

171,960

(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 and six months ended June 30, 2026 and 2025.

Adjusted EBITDA

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss)

5,642

(42,843

)

(120,277

)

(110,880

)

Interest income

(3,897

)

(1,093

)

(7,763

)

(2,906

)

Interest expense

10,283

21,579

24,624

39,582

Depreciation

7,125

8,347

14,550

16,230

Amortization

18,860

19,685

37,610

32,155

Provision for (benefit from) income taxes

309

212

247

(45,968

)

EBITDA

38,322

5,887

(51,009

)

(71,787

)

Losses from equity method investments

2,864

2,100

5,950

3,983

Fair value changes(1)

(97,401

)

(37,546

)

(66,260

)

(5,696

)

Stock-based compensation expense

54,121

22,455

106,827

45,429

Employer payroll tax related to stock-based compensation

1,493

1,873

5,051

7,126

Acquisition related expenses(2)

990

1,992

986

5,521

Amortization of technology license

(3,988

)

(3,988

)

(7,977

)

(7,977

)

Franchise taxes related to IPO

—

1,647

—

1,647

Loss on debt extinguishment

11,643

—

11,643

—

Adjusted EBITDA

8,044

(5,580

)

5,211

(21,754

)

(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 and six months ended June 30, 2026 and 2025.

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