TEM Filing
8-KFiling Date: Jul 30, 2026

Tempus AI, Inc. (TEM) · Material Event (8-K) SEC Filing

Earnings Release, Reg FD Disclosure, Financial Statements

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Earnings ReleaseReg FD DisclosureFinancial Statements
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Event Description

Item 2.02. Earnings Release
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On July 30, 2026, Tempus AI, Inc. announced its financial results for the second quarter ended June 30, 2026, via a press release furnished as Exhibit 99.1 to this 8-K.

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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
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Event Description

Item 7.01. Reg FD Disclosure
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Tempus AI (TEM) Reports Strong Q2 2026 Results and Raises Full-Year Guidance
On July 30, 2026, Tempus AI released Q2 2026 financial results:

  • Revenue: $382.5M (+22% YoY), driven by 31% oncology volume growth and 36% growth in Data Licensing (Insights).
  • Profitability: GAAP net income of $5.6M (vs. -$42.8M loss in Q2 2025); Adjusted EBITDA of $8.0M (vs. -$5.6M).
  • Cash: $820.7M in cash and marketable securities.

Key Operational Highlights:

  • Announced agreement to acquire Personalis (~$1.5B enterprise value) for tumor-informed MRD technology.
  • Received FDA approval for xT Tumor Only CDx assay.
  • Signed ~$200M in new Data and Applications licenses.
  • Delivered first oncology foundation model to AstraZeneca.

Outlook:

  • Raised 2026 revenue guidance to $1.595–$1.605B (~25% annual growth).
  • Maintains Adjusted EBITDA guidance of ~$65M (excluding Personalis impact).

The information was furnished under Regulation FD and included a CEO/CFO letter and supplemental financials on the investor relations website.

Original SEC Filing Text expand_more
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
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EX-99.1tem-ex99_1.htm33,443 charsexpand_more
EX-99.1 2 tem-ex99_1.htm EX-99.1 EX-99.1 Exhibit 99.1Tempus Reports Second Quarter 2026 ResultsCHICAGO, 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 22 % Gross profit $ 246,498 $ 195,039 26 % Loss from operations $ (75,913 ) $ (61,774 ) 23 % 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) 307-1963USA & Canada - Toll-Free: (800) 715-9871Live 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 MetricsTotal 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.InvestorsElizabeth KrutoholowKendra [email protected] [email protected] 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 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 18 17 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 1 1 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 88 108 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 $ (2 ) $ (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 $ 95 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 % 0.1 % 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 53 114 237 158 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 % 1.0 % 1.4 % 1.0 % Employer payroll tax related to stock-based compensation 0.1 % 0.2 % 0.1 % 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 % 0.1 % 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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Event Description

Item 9.01. Financial Statements
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Tempus AI, Inc. filed a Form 8-K on July 30, 2026, to furnish a press release (Exhibit 99.1) and the related cover page interactive data file (Inline XBRL), as disclosed under Item 9.01.

Original SEC Filing Text expand_more
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

keid AI analysis is for reference only and does not constitute investment advice.