Tempus AI SEC Filings

Tempus AI, Inc. (TEM) submitted a Form 144 notice to report a proposed sale of 44,000 shares of common stock through Citigroup Global Markets Inc., with an aggregate market value of $3,075,786.12. The filing lists the approximate sale date as 08/13/2025 and the shares are expected to trade on NASDAQ. The shares were acquired on 01/30/2025 as a venture capital distribution from Revolution Growth III, totalling 130,756 shares received on that date. The filer reports no sales of the issuer's securities in the past three months. Certain filer identification fields (CIK/CCC and contact details) are not provided in the visible content.

Theodore J. Leonsis, a director of Tempus AI, Inc. (TEM), reported a sale of Class A common stock on 08/13/2025. The filing shows 44,000 shares disposed of at a reported price of $69.90 per share. After the transaction the report lists 86,756 shares held indirectly through the Theodore J. Leonsis Revocable Trust and 15,511 shares held directly by the reporting person. The form notes that certain shares were recharacterized following pro rata distributions by Revolution Growth GP III, LP, which changed the form of ownership but did not involve consideration. The filing was signed by an attorney-in-fact on 08/15/2025.

Tempus AI, Inc. notified holders of record as of August 8, 2025 that stockholders holding a majority of voting power have approved amended and restated articles of incorporation by written consent. The Majority Holder beneficially owned 39,142,245 shares of Class A and 5,043,789 shares of Class B on the record date, representing approximately 59.5% of total voting power. Because the required consent was received, no additional stockholder vote or proxy solicitation will occur.

The Amended Articles add governance and corporate flexibility provisions: a waiver of jury trials for internal actions, an opt-out of a Nevada statutory limitation on distributions (NRS 78.288(2)(b)), and an opt-out of Nevada’s "combinations with interested stockholders" statutes (NRS 78.411–78.444). The Board approved the amendments and the actions will become effective at least 20 calendar days after mailing this Information Statement, after which the Company may file the Amended Articles with the Nevada Secretary of State.

Tempus AI, Inc. filed Post-Effective Amendment No. 1 to its two Form S-8 registration statements to reflect the company’s reincorporation from Delaware to Nevada, which became effective 7 Aug 2025 at 11:59 p.m. ET. At the effective time each Delaware Class A and Class B share automatically converted one-for-one into the corresponding Nevada share, and every outstanding option, RSU, warrant or other right similarly converted into rights over Nevada stock under the same terms and conditions. The 2024 Equity Incentive Plan remains the covered plan.

No additional Class A shares are registered; all SEC registration fees were paid with the original filings (File Nos. 333-280270 & 333-285174). The amendment updates the corporate domicile, refreshes the list of governing documents now incorporated by reference (2024 Form 10-K, 2025 Q1–Q2 Forms 10-Q, recent 8-Ks and proxy), and provides a summary of Nevada indemnification statutes. Standard undertakings, exhibits, legal opinions (Ex. 5.1) and auditor consent (Ex. 23.1) accompany the filing.

The amendment is administrative; it preserves existing shareholder and employee-equity rights without changing share counts, offering terms or plan mechanics.

Tempus AI, Inc. (TEM) filed Post-Effective Amendment No.1 to two previously effective Form S-8 registration statements. The sole purpose is to reflect the company’s reincorporation from Delaware to Nevada, effective 7 Aug 2025 at 11:59 p.m. ET. Each share of Delaware Class A and Class B common stock and every related equity award automatically converted 1-for-1 into corresponding Nevada shares or awards with no change in rights, terms or quantity. No additional Class A shares are being registered and all registration fees were paid with the original filings.

The company continues to be a non-accelerated filer and an emerging-growth company. The amendment reincorporates by reference the firm’s 2024 Form 10-K, 2025 Form 10-Qs, recent Form 8-Ks and other SEC filings. Standard indemnification language under Nevada Revised Statutes and a complete exhibit list are included. No financial metrics, capital raises or changes to the 2024 Equity Incentive Plan are disclosed.

Tempus AI (TEM) filed an automatic shelf registration statement on Form S-3ASR as a well-known seasoned issuer. The filing registers an indeterminate amount of Class A common stock, preferred stock, debt securities and warrants, giving the company open-ended capital-raising capacity. It contains three sub-prospectuses:

• Base prospectus for primary offerings of any registered security.
• Selling Stockholder prospectus for possible secondary sales of Class A shares.
• ATM prospectus that permits the issuance of up to $500 million of Class A shares through Morgan Stanley, Cantor Fitzgerald, TD Securities and Allen & Company.

Tempus recently reincorporated from Delaware to Nevada and now has 168.6 m Class A shares, 5.0 m Class B shares and no preferred outstanding; authorized capital totals 1.026 bn shares. The company’s stock last closed at $58.74 on 7 Aug 2025. Net proceeds from any future sales are earmarked for general corporate purposes, including acquisitions, working capital and cap-ex. The shelf is immediately effective, enhancing financial flexibility, but any issuance—especially under the sizable ATM—would increase share count and could dilute existing holders.

Tempus AI (TEM) Q2 2025 10-Q highlights:

• Revenue doubled to $314.6 M (+89% YoY); Genomics up 115% to $241.8 M and Data & Services up 36% to $72.8 M.
• Losses narrowed sharply. Net loss was $42.8 M vs. $552.2 M prior-year; loss per share improved to $(0.25) from $(6.86). Six-month loss fell 82% to $110.9 M.
• Margin trend: Gross margin rose to 62.0% from 45.5% as revenue growth outpaced cost of revenue.
• Cash flow improving. Operating cash outflow was $61.5 M versus $198.5 M YoY.
• Balance sheet transformed by M&A. Ambry Genetics acquisition (closed Feb 2025) added $695 M in assets, boosting goodwill/intangibles to $713 M. Total assets $1.63 B (+76% YTD); equity $309.6 M vs. $56.3 M at YE-24.
• Leverage increased. Long-term debt rose to $471.7 M (including new $100 M revolver); convertible note now $226.3 M. Cash & equivalents declined to $186.3 M from $341.0 M due to acquisition spend.
• The company remains an emerging growth company but expects to become a large accelerated filer as of year-end 2025.

Outlook implications: Rapid top-line expansion and integration of Ambry broaden TEM’s test menu and dataset, but higher leverage and ongoing losses keep profitability and liquidity key watch points.

Tempus AI, Inc. (Nasdaq: TEM) furnished a Form 8-K stating that on August 8, 2025 the company issued a press release with its financial results for the quarter ended June 30, 2025, which is furnished as Exhibit 99.1. The company also made supplemental financial information and a letter from its Chief Executive Officer and Chief Financial Officer available on the "Events" page of its investor relations website at http://investors.tempus.com. The filing explicitly states these materials are furnished, not filed, and includes Exhibit 104, the Cover Page Interactive Data File (Inline XBRL). The Form 8-K is signed by James Rogers, Chief Financial Officer, and the registrant is identified as an emerging growth company with Class A common stock trading under the symbol TEM on The Nasdaq Stock Market.