Tempus AI (NASDAQ: TEM) grows Q1 revenue but reports $125,919K net loss
Tempus AI, Inc. reported total net revenue of 348,116 (in thousands) for the three months ended March 31, 2026, up from 255,737 (in thousands) a year earlier, driven by growth in both Diagnostics and Data and applications.
Diagnostics revenue reached 261,098 (in thousands), while Data and applications contributed 87,018 (in thousands). Net loss widened to 125,919 (in thousands), compared with 68,037 (in thousands) in the prior-year period, and basic net loss per share was 0.70.
Operating activities used cash of 73,277 (in thousands), but the company ended the quarter with cash, cash equivalents and restricted cash totaling 525,864 (in thousands) and total assets of 2,135,091 (in thousands). Management states that existing cash, cash equivalents and marketable equity securities as of March 31, 2026 will be sufficient to fund the current operating plan for at least one year.
Positive
- None.
Negative
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Insights
Revenue is growing strongly, but losses and cash burn remain significant.
Tempus AI generated total net revenue of 348,116 (in thousands) for the quarter ended March 31, 2026, with Diagnostics at 261,098 (in thousands) and Data and applications at 87,018 (in thousands). This reflects meaningful scale in both core testing and data businesses.
However, total cost and operating expenses of 432,827 (in thousands) produced a loss from operations of 84,711 (in thousands) and a net loss of 125,919 (in thousands). Stock-based compensation of 52,706 (in thousands) and amortization of acquired intangibles contribute materially to the loss profile.
Operating cash outflow was 73,277 (in thousands), but the company holds cash, cash equivalents, and restricted cash of 525,864 (in thousands) plus marketable equity securities of 117,902 (in thousands). Management indicates this liquidity should fund the current plan for at least one year, while integration of acquisitions and the SB Tempus joint venture may influence future results as disclosed in upcoming periods.
Key Figures
Key Terms
ASC 606 financial
Convertible Senior Notes financial
capped call transactions financial
variable interest entity financial
stock-based compensation financial
internal-use software technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to _________
Commission File No.
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, Zip Code)
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(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐ No
As of April 30, 2026, there were
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Part I – Condensed Consolidated Financial Statements (unaudited) |
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Item 1. |
Condensed Consolidated Quarterly Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
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Condensed Consolidated Statements of Cash Flows |
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Condensed Consolidated Statements of Common Stock and Stockholders’ Equity |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
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Controls and Procedures |
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Part II – Other Information |
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Risk Factors |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Defaults Upon Senior Securities |
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Mine Safety Disclosures |
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Other Information |
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Item 6. |
Exhibits |
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Signatures |
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Tempus AI, Inc.
Condensed Consolidated Quarterly Financial Statements (Unaudited)
March 31, 2026
1
Tempus AI, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)
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March 31, 2026 |
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December 31, 2025 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable(1), net of allowances of $ |
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Inventory |
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Related party asset |
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Prepaid expenses and other current assets |
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Marketable equity securities |
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Total current assets |
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$ |
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$ |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Capitalized software, net |
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Investments and other assets |
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Investment in joint venture |
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Related party asset, less current portion |
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Operating lease right-of-use assets |
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Restricted cash |
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Total Assets |
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$ |
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$ |
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Liabilities, Convertible redeemable preferred stock, and Stockholders' equity |
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Current Liabilities |
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Accounts payable |
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Accrued expenses |
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Deferred revenue(2) |
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Deferred other income |
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Other current liabilities |
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Operating lease liabilities |
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Accrued data licensing fees |
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Total current liabilities |
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$ |
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$ |
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Operating lease liabilities, less current portion |
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Convertible promissory note |
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Other long-term liabilities |
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Revolving credit facility |
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Interest payable |
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Long-term debt, net |
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Convertible senior notes, net |
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Deferred other income, less current portion |
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Deferred revenue, less current portion |
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Total Liabilities |
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$ |
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$ |
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(1)
(2)
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Tempus AI, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)
Commitments and contingencies (Note 8) |
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Convertible redeemable preferred stock, $ |
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$ |
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$ |
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Stockholders' equity |
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Class A Common Stock, $ |
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Class B Common Stock, $ |
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Treasury Stock, |
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Additional Paid-In Capital |
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Accumulated Other Comprehensive (Loss) Income |
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Accumulated deficit |
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Total Stockholders' equity |
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$ |
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$ |
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Total Liabilities, Convertible redeemable preferred stock, and Stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Tempus AI, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(in thousands, except per share amounts)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Net revenue |
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Diagnostics |
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$ |
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$ |
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Data and applications(1) |
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Total net revenue |
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$ |
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$ |
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Cost and operating expenses |
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Cost of revenues, diagnostics |
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Cost of revenues, data and applications |
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Technology research and development |
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Research and development |
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Selling, general and administrative |
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Total cost and operating expenses |
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Loss from operations |
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$ |
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$ |
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Interest income |
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Interest expense |
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( |
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( |
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Other expense, net |
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( |
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( |
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Loss before benefit from income taxes |
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$ |
( |
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$ |
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Benefit from income taxes |
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Losses from equity method investments |
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( |
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Net Loss |
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$ |
( |
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$ |
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Net loss per share |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average shares outstanding used to compute net loss per share |
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Basic |
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Diluted |
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Comprehensive Loss, net of tax |
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Net loss |
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$ |
( |
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$ |
( |
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Foreign currency translation adjustment |
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( |
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Comprehensive loss |
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$ |
( |
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$ |
( |
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(1)
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Tempus AI, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands, except share and per share amounts)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Operating activities |
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Net loss |
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$ |
( |
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$ |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Stock-based compensation |
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Loss on marketable equity securities |
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Loss on disposal of property and equipment |
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Deferred income taxes |
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Losses from equity method investments |
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Amortization of original issue discount |
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Amortization of deferred financing fees |
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Change in fair value of holdback liability |
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Depreciation and amortization |
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Provision for bad debt expense |
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Provision for obsolete inventory |
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Non-cash operating lease costs |
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Minimum accretion expense |
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PIK interest added to principal |
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Change in assets and liabilities |
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Accounts receivable(1) |
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( |
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Inventory |
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( |
) |
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( |
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Prepaid expenses and other current assets |
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( |
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( |
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Investments and other assets |
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( |
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Accounts payable |
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( |
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Deferred revenue(2) |
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( |
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( |
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Deferred other income |
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( |
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( |
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Accrued data licensing fees |
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( |
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( |
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Accrued expenses & other |
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Interest payable |
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Operating lease liabilities |
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( |
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( |
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Net cash used in operating activities |
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$ |
( |
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$ |
( |
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(1)
(2)
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Tempus AI, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands, except share and per share amounts)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Investing activities |
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Purchases of property and equipment |
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$ |
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$ |
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Proceeds from sale of marketable equity securities |
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Business combinations, net of cash acquired (Note 4) |
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( |
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Capitalized software costs |
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( |
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( |
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Net cash used in investing activities |
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$ |
( |
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$ |
( |
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Financing activities |
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Payment of deferred offering costs |
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( |
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Proceeds from revolving credit facility, net of original issue discount |
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Proceeds from long-term debt, net of original issue discount |
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Payment of deferred financing fees |
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( |
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( |
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Net cash (used in) provided by financing activities |
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$ |
( |
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$ |
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Effect of foreign exchange rates on cash |
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$ |
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$ |
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Net decrease in Cash, Cash Equivalents and Restricted Cash |
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$ |
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$ |
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Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period |
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$ |
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$ |
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Cash, Cash Equivalents and Restricted Cash are Comprised of: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash and cash equivalents |
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Total cash, cash equivalents and restricted cash |
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$ |
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$ |
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Supplemental disclosure of cash flow information |
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Cash paid during the year for interest |
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$ |
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$ |
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Cash (received from) paid for income taxes |
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$ |
( |
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$ |
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Supplemental disclosure of noncash investing and financing activities |
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Purchases of property and equipment, accrued but not paid |
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$ |
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$ |
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Redemption of convertible promissory note |
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$ |
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$ |
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Capitalized software costs, accrued but not yet paid |
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$ |
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$ |
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Deferred offering costs, accrued but not yet paid |
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$ |
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$ |
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Class A Common Stock issued in connection with business combinations |
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$ |
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$ |
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Convertible promissory note principal reset due to amendment |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Tempus AI, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCK AND STOCKHOLDERS’ EQUITY
(Unaudited)
(in thousands, except share and per share amounts)
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Voting Common Stock |
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Additional |
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Accumulated |
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Total |
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Class A |
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Class B |
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Treasury Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Stockholders' |
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Units |
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Amount |
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Units |
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Amount |
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Units |
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Amount |
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Capital |
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Deficit |
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(Loss) Income |
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Equity |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Issuance of common stock upon settlement of restricted stock units, net |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Foreign currency translation adjustment |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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Balance at March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Voting Common Stock |
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Additional |
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Accumulated |
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Total |
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Class A |
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Class B |
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Treasury Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Stockholders' |
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Units |
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Amount |
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Units |
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Amount |
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Units |
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Amount |
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Capital |
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Deficit |
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(Loss) Income |
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Equity |
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Balance at December 31, 2024 |
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$ |
|
|
|
$ |
|
|
( |
) |
$ |
( |
) |
|
|
$ |
( |
) |
$ |
|
$ |
|
|||||||
Issuance of common stock upon settlement of restricted stock units, net |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
||
Issuance of common stock in connection with business combinations |
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
||||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
||
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
( |
) |
|
— |
|
|
( |
) |
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
|
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
$ |
|
$ |
|
|||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Company Information
Tempus AI, Inc., together with the subsidiaries through which it conducts business (the “Company”), is a healthcare technology company focused on bringing artificial intelligence and machine learning to healthcare in order to improve the care of patients across multiple diseases. The Company combines the results of laboratory tests with other multimodal datasets to improve patient care by supporting all parties in the healthcare ecosystem, including physicians, researchers, payers, and pharmaceutical companies. The Company primarily derives revenue from selling comprehensive genetic testing to physicians and large academic research institutions, licensing data to third parties, matching patients to clinical trials, and related services.
The Company, based in Chicago, Illinois, was founded by Eric P. Lefkofsky, the Company’s CEO and Executive Chairman, and evolved from a business Mr. Lefkofsky founded called Bioin. Bioin originally was established as a limited liability company. Effective September 21, 2015, Bioin converted its legal form to a corporation organized and existing under the General Corporation Law of the State of Delaware. Bioin subsequently changed its legal name to Tempus Health, Inc. in September 2015, to Tempus Labs, Inc. in October 2016 and to Tempus AI, Inc. in December 2023. Effective August 7, 2025, the Company reincorporated, by conversion, from a Delaware corporation to a Nevada corporation.
Segment Information
The Company operates as
Outside of the expenses reported on the consolidated statements of operations and comprehensive loss, the CODM regularly reviews personnel costs and cloud costs within selling, general, and administrative expenses, which the Company has identified as significant segment expenses.
The following summarizes the significant segment expenses reconciled to total selling, general and administrative expenses shown on the condensed consolidated statements of operations and comprehensive loss. Other selling, general, and administrative expenses include facilities, professional fees, marketing, travel and entertainment, depreciation and amortization, and stock-based compensation (see Note 11).
|
Three Months Ended March 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Selling, general and administrative payroll |
$ |
|
|
$ |
|
||
Cloud and software |
|
|
|
|
|
||
Other selling, general and administrative |
|
|
|
|
|
||
Selling, general and administrative |
$ |
|
|
$ |
|
||
Principles of Consolidation and Basis of Presentation
The condensed consolidated financial statements include the accounts of Tempus AI, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial information and include the assets, liabilities, revenue and expenses of all wholly owned subsidiaries. Investments in unconsolidated entities in which the Company does not have a controlling financial interest, but has the ability to exercise significant influence, are accounted for under the equity method of accounting. Investments in unconsolidated entities in which the Company is not able to exercise significant influence are accounted for under the cost method of accounting. Certain information and disclosures
8
normally included in the annual consolidated financial statements prepared in accordance with GAAP have been omitted. Accordingly, the unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K for the year ended December 31, 2025. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all the adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full year or any other period.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026 and its results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025. The condensed consolidated balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.
The Company believes that its existing cash and cash equivalents and marketable equity securities at March 31, 2026 will be sufficient to allow the Company to fund its current operating plan through at least a period of one year from the date of issuance of this Quarterly Report on Form 10-Q. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost structure. Future capital requirements will depend on many factors, including the timing and extent of spending on research and development activities and growth related expenditures.
Other than described below, there have been no changes to the Company’s significant accounting policies described in the “Notes to the Consolidated Financial Statements” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 that have had a material impact on the Company’s consolidated financial statements and accompanying notes.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenue and expenses, and the related disclosures of contingent assets and liabilities in the condensed consolidated financial statements and accompanying notes. The most significant estimates are related to revenue, accounts receivable, stock-based compensation, operating lease liabilities, the useful lives of property, equipment, capitalized software and intangible assets, and the cash flows used in determining the fair value of acquired intangible assets. Actual results could differ from those estimates.
Capitalized Software
In accordance with ASC 350-40, Internal-Use Software, the Company capitalizes eligible software development costs for the Company's internally developed projects that are not intended for sale or externally marketed. Internal-use software costs are recorded at cost less accumulated amortization in Capitalized software on the condensed consolidated balance sheets. The Company adopted ASU 2025-06 on January 1, 2026 using a prospective transition basis. Under ASU 2025-06, development costs for applicable projects will begin capitalization when management commits to funding a software project and it is probable that the project will be completed and the software will be used to perform the function intended. The Company capitalizes costs directly attributable to the development, design and implementation of the internal use software. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Capitalized software costs are amortized on a straight-line basis when the capitalized software is ready for its intended use over the estimated useful life of the software, which is typically three to five years.
Recently Adopted Accounting Standards
In November 2024, the FASB issued ASU 2024-04, “Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. The Company adopted the standard on January 1, 2026 on a prospective basis. The adoption of this standard did not have a material impact on the Company's financial statements.
9
In July 2025, the FASB issued ASU No. 2025-05, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets". ASU 2025-05 provides a practical expedient that in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The Company adopted the standard on January 1, 2026 on a prospective basis. The Company elected the practical expedient provided by the standard which allows the Company to assume that current macroeconomic conditions as of the balance sheet date persist for the remaining contractual life of current accounts receivable. The adoption of this standard did not have a material impact on the Company's financial statements.
In September 2025, the FASB issued ASU 2025-06, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU-2025-06 revises the recognition guidance for internal-use software by eliminating the previous model based on software development stages and introducing a principles-based approach. Under the new guidance, capitalization begins when management has authorized and committed to funding the project, and it is probable that the software will be completed and used for its intended purpose. The Company early adopted the standard on January 1, 2026 using a prospective transition approach. The adoption of this standard did not have a material impact on the Company's financial statements. Refer to Note 6 for additional information over the Company's capitalized software.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires additional disclosures aimed at enhancing the transparency and decision usefulness of income statement expenses. This ASU is effective for fiscal years beginning after December 15, 2026 as well as interim periods beginning after December 15, 2027 and may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the guidance on the related disclosures.
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), which amends the existing guidance to (a) reduce the cost and complexity of evaluating whether contracts with features based on the operations or activities of one of the parties to the contract are derivatives, (b) better portray the economics of those contracts in the financial statements, and (c) reduce diversity in practice resulting from the broad application of the current guidance and changing business environment. The amendments also are expected to reduce diversity in practice by clarifying the applicability of Topic 606, Revenue from Contracts with Customers, to share-based noncash consideration from a customer for the transfer of goods or services. This ASU is effective for fiscal years beginning after December 15, 2026. The Company is currently evaluating the impact of the guidance on the related disclosures.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. The update provides clarity about current interim requirements. The amendments in this update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim periods within annual reporting periods beginning after December 15, 2027 and can be adopted using either a prospective or retrospective method. Early adoption is permitted. The Company is currently evaluating the impact of the guidance on the related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU represents changes to the ASC that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply, including amendments to clarify the calculation of earnings per share when a loss from continuing operations exists. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of the guidance on the related disclosures.
The Company derives revenue from selling lab services (“Diagnostics”) to physicians, genetic counselors, academic research institutions, and other parties. The Company also derives revenue from the commercialization of data generated in the lab (“Data and applications”) through the licensing of de-identified datasets to third parties and by providing clinical trial support, such as matching patients to clinical trials enrolled in its clinical trial network, and related services. The majority of the Company’s revenue is generated in North America.
The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) ASC 606 Revenue from Contracts with Customers (“ASC 606”). The Company commences revenue recognition when control of these products is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for such
10
products. This principle is achieved by applying the five-step approach: (i) the Company accounts for a contract when it has approval and commitment from both parties, (ii) the rights of the parties are identified, (iii) payment terms are identified, (iv) the contract has commercial substance and (v) collectability of consideration is probable. Revenues and any contract assets are not recognized until such time that the required conditions are met.
Disaggregation of Revenue
The Company provides disaggregation of revenue based on Diagnostics and Data and applications on the condensed consolidated statements of operations and comprehensive loss, as it believes these best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
Diagnostics
The Company generally recognizes revenue for its Diagnostics product offering when it has met its performance obligation relating to an order. The Company has determined its sole performance obligation to be the delivery of the testing results to the ordering party. The Company receives payments from Medicare, Medicaid, and commercial insurance for clinical orders and directly from research institutions, pharmaceutical companies or other third parties for direct bill orders.
For clinical orders from Medicare, Medicaid, and commercial insurance, the Company determines transaction price by reducing the standard charge by the estimated effects of any variable consideration, such as contractual allowance and implicit price concessions. The Company estimates the variable consideration using the expected value method which is based on historical collections in relation to established rates, as well as known current or anticipated reimbursement trends not reflected in the historical data. The Company uses significant judgment when assessing whether estimates of variable consideration are constrained and these estimates are calculated based upon both insurance payor-specific and aggregated factors that include historical billing and adjustment data. Estimates are inclusive of the consideration to which the Company will be entitled at an amount for which it is probable that a reversal of cumulative consideration will not occur. The Company monitors the estimated amount to be collected at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Payment is typically due after the claim has been processed by the payer, generally 30-120 days from date of service. While management believes that the estimates are accurate, actual results could differ and the potential impact on the financial statements could be significant. The Company recognized revenue for clinical orders of $
For direct bill orders from research institutions, pharmaceutical companies, or other third parties, the Company determines the transaction prices based on established contractual rates with the customer, net of any applicable discounts. Payment is typically due between 30 and 60 days following the date of invoice. The Company recognized Diagnostics revenue for direct bill orders of $
Data and applications
Data and applications revenue primarily represents data licensing and clinical trial services that the Company provides to pharmaceutical and biotechnology companies. The Company’s arrangements with these customers often have terms that span multiple years. However, these contracts generally also include customer opt-in or early termination clauses after twelve months without contractual penalty. The customer’s option to renew is generally not viewed as a material right, and as a result, the Company’s contract period for these agreements is generally considered less than one year. The Company determines the transaction price based on established contractual rates with the customer, net of any applicable discounts. The Company recognizes revenue for its Data and applications product offering when it has met its performance obligation under the terms of the agreement with the customer. The Company’s product offerings are as follows:
Insights
The Company’s Insights product consists primarily of licensing and analysis of de-identified records. Each Insights contract is unique and may include multiple promises, including the delivery of licensed de-identified records, including refreshes, analytical services or access to the Company’s enhanced Lens application. The Company evaluates each contract to determine which performance obligations are capable of being distinct and separately identifiable from other promises in the contract and, therefore, represent distinct performance obligations. The actual timing of data deliveries can be based on a variety of factors, including, but not limited to, the customer’s requirement and/or the Company’s technological, operational, and human capital capacity; in addition, management assesses relevant contractual terms in contracts with customers and applies significant judgment in identifying and accounting for all terms and conditions in certain contracts. The transaction price is allocated to the distinct performance obligations and revenue is recognized once the performance obligation has been fulfilled. The standalone selling prices are based on the Company’s normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics.
11
The Company has determined that the delivery of de-identified records and, when applicable, analytical services, and access to its enhanced Lens application are separate and distinct performance obligations. The primary Insights contract types are as follows:
The Company recognized revenue from Insights products of $
Trials
The Company’s Trials product includes TIME clinical trial matching services and other clinical trial services.
TIME consists primarily of matching patients to clinical trial sponsors of a potential match. To the extent the contract requires, the Company may also assist in opening the clinical trial site and enrolling the patient in the clinical trial. The Company has determined that, depending on the type of agreement, the performance obligation of these contracts is the delivery of a notification or the enrollment of a patient in a clinical trial. As such, revenue is recognized upon one of the following: delivery of a notification to the physician alerting them to a clinical trial match, or once a patient is enrolled in a trial. Concurrently, the customer, which is the clinical trial sponsor, also receives notification from the Company to establish the performance obligations delivered or fulfilled for the billing period.
In addition to TIME, the Company provides other clinical trial services conducting or supporting studies. Tempus Compass LLC, a subsidiary of the Company, is a contract research organization ("CRO"), which manages and executes early and late-stage clinical trials, primarily in oncology. Contracts for clinical trial services can take the form of fee-for-service or fixed-price contracts. Fee-for-service contracts are typically priced based on time and materials, and revenue is recognized based on hours and materials used as the services are provided. Fixed-price contracts generally represent a single performance obligation and are recognized over-time using a cost-based input method. Progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. This cost-based method of revenue recognition requires the Company to make estimates of costs to complete its projects on an ongoing basis. Contract costs principally include direct labor and reimbursable out-of-pocket costs.
The Company recognized revenue from Trials products of $
Next
The Company's Next product is an AI platform that leverages machine learning to apply an "intelligent layer" onto routinely generated data to proactively identify and minimize care gaps for oncology and cardiology patients. The Company evaluates each contract to determine which performance obligations are capable of being distinct and separately identifiable from other promises in the contract and, therefore, represent distinct performance obligations. Fixed-price subscriptions generally represent a single performance obligation and are recognized over-time. Revenue can also be recognized upon delivery of reports or certain milestones as defined by the contract.
12
The Company recognized revenue from Next of $
For Insights, Trials and Next arrangements, pricing is fixed and the Company may be compensated through a combination of an upfront payment and performance-based, non-refundable payments due upon completion of the stated performance obligation(s). Payment is generally due 60 to 90 days after the date of service. The Company has no significant obligations for refunds, warranties, or similar obligations for Data and applications product offerings. The Company has elected the practical expedient, which allows the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less. Cancelable contracted revenue is not considered a remaining performance obligation.
Multi-year Contract Performance Obligations
The Company has limited multi-year contracts that do not contain early termination or customer opt-in clauses. These contracts contained defined, noncancelable performance obligations that will be fulfilled in future years. The Company’s remaining performance obligations related to multi-year contracts was $
Contract Assets
Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer. The Company recognizes contract assets when the Company has an unconditional right to payment, and when revenues earned on a contract exceeds the billings. Contract assets are presented under accounts receivable, net. Accounts receivable as of March 31, 2026 and December 31, 2025 included contract assets of $
In November 2023, the Company entered into a Commercialization and Reference Laboratory Agreement with Personalis, Inc. (“Personalis”), which was subsequently amended in August 2024 and July 2025. The Company agreed to pay up to $
Deferred Revenue
Deferred revenue consists of billings or cash received for services in advance of revenue recognition and is recognized as revenue when all the Company’s revenue recognition criteria are met. The deferred revenue balance is influenced primarily by upfront contractual payments from the Company’s Data and applications product offerings and timing of delivery of the Company’s de-identified licensed data and clinical test results. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue, current and any remaining portion is recorded as deferred revenue, non-current. The Company recognized $
Paige.AI, Inc.
On August 22, 2025, (the "Paige Closing Date"), the Company completed its acquisition (the "Paige Acquisition") of Paige.AI, Inc. ("Paige"), a Delaware corporation, pursuant to an Agreement and Plan of Merger. Paige is an AI company specializing in digital pathology. The Paige Acquisition is expected to allow the Company to grow its dataset and establish a strong footprint in digital pathology with an industry leading technology portfolio.
The Company acquired all of the issued and outstanding shares of Paige. The acquisition resulted in goodwill of $
A portion of the Paige Stock Consideration was paid to employees as consideration for transaction bonuses. Paige will pay approximately $
13
December 2025. The equivalent was withheld from those employees in the Company's Class A common stock and included in treasury stock. In accordance with the terms of the agreement, $
The following table summarizes the allocation of the aggregate purchase price of the Paige Acquisition (in thousands):
Assets |
|
|
|
|
Cash |
|
$ |
|
|
Accounts receivable |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
Total current assets |
|
$ |
|
|
Property and equipment, net |
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
Investments and other assets |
|
|
|
|
Restricted cash |
|
|
|
|
Total assets acquired |
|
$ |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
Accounts payable |
|
$ |
|
|
Accrued expenses |
|
|
|
|
Operating lease liabilities |
|
|
|
|
Deferred revenue |
|
|
|
|
Total current liabilities |
|
$ |
|
|
Deferred revenue, less current portion |
|
|
|
|
Operating lease liabilities, less current portion |
|
|
|
|
Other long-term liabilities |
|
|
|
|
Total liabilities assumed |
|
$ |
|
|
|
|
|
|
|
Net assets acquired and liabilities assumed |
|
$ |
( |
) |
Goodwill |
|
$ |
|
|
|
|
|
|
|
Cash consideration |
|
$ |
|
|
Stock consideration |
|
|
|
|
Total acquisition price |
|
$ |
|
|
The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of the acquired company and expected growth in the Company's dataset. The Company also assumed $
Pursuant to ASC 805, Business Combinations, the Company accounted for the Paige Acquisition as a business combination under the acquisition method of accounting. The valuation of assets acquired and liabilities assumed has not been finalized as of March 31, 2026. While all amounts remain subject to adjustments, the areas subject to the most significant potential adjustments are the assumed remaining purchase commitments. As a result, the Company recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the Paige Closing Date.
Deep 6
On March 11, 2025, the Company acquired all of the issued and outstanding interests of Deep 6 AI, Inc. ("Deep 6"), a Delaware corporation (the "Deep 6 Acquisition"), that enables healthcare organizations to de-risk clinical trials, accelerate recruitment, and generate real-world evidence with speed and precision. Deep 6's AI-powered software matches patients to clinical trials by mining real-time structured and unstructured electronic medical record data across a broad ecosystem.
14
The acquisition resulted in goodwill of $
Ambry Genetics Corporation
On February 3, 2025 (the "Closing Date"), the Company completed its acquisition (the "Ambry Acquisition") of Ambry Genetics Corporation, a Delaware corporation ("Ambry"), pursuant to a Securities Purchase Agreement (the "Purchase Agreement") entered into on November 4, 2024 with Realm, IDX, Inc., a Delaware corporation (the "Seller") and the Seller's ultimate parent, Konica Minolta, Inc., a Japanese corporation, as guarantor.
The Company acquired all of the issued and outstanding shares of capital stock of Ambry. Consideration for the acquisition consisted of $
Ambry is a leader in hereditary cancer screening. The Ambry Acquisition provides the Company with expanded testing capabilities for inherited cancer risk. In addition, the Ambry Acquisition complements the Company's strategy of using data to advance clinical and scientific innovation. Ambry's extensive product offerings will allow the Company to expand into new disease categories, including pediatrics, rare disease, immunology, women's reproductive health, and cardiology.
The Company incurred $
15
The following table summarizes the allocation of the aggregate purchase price of the Ambry Acquisition (in thousands):
Assets |
|
|
|
|
Cash |
|
$ |
|
|
Accounts receivable |
|
|
|
|
Inventory |
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
Total current assets |
|
$ |
|
|
Property and equipment, net |
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
Investments and other assets |
|
|
|
|
Customer relationships |
|
|
|
|
Trade names |
|
|
|
|
Developed technology - software |
|
|
|
|
Developed technology - biotech |
|
|
|
|
Total assets acquired |
|
$ |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
Accounts payable |
|
$ |
|
|
Accrued expenses |
|
|
|
|
Operating lease liabilities |
|
|
|
|
Deferred revenue |
|
|
|
|
Total current liabilities |
|
$ |
|
|
Deferred revenue, less current portion |
|
|
|
|
Operating lease liabilities, less current portion |
|
|
|
|
Deferred tax liabilities |
|
|
|
|
Other long-term liabilities |
|
|
|
|
Total liabilities assumed |
|
$ |
|
|
|
|
|
|
|
Net assets acquired and liabilities assumed |
|
$ |
|
|
Goodwill |
|
$ |
|
|
|
|
|
|
|
Cash consideration |
|
$ |
|
|
Stock consideration |
|
|
|
|
Total acquisition price |
|
$ |
|
|
The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of the acquired company and expected growth from the horizontal integration of Ambry's genomics testing. $
The fair value of customer relationships was estimated using the multi period excess earnings method, which isolates the net earnings attributable to the asset being measured. Significant assumptions used in the valuation of customer relationships included forecasted revenue and expenses, customer attrition, contributory asset charges and discount rate.
The fair values of developed technology - biotech, developed technology - software, and trade names were estimated using the relief from royalty method, which considers the market-based royalty a company would pay to enjoy the benefits of the trade name or technology in lieu of actual ownership of the trade name or technology. Significant assumptions used in the valuation of these assets included forecasted revenue, royalty rate, and discount rate. In addition, the valuation of developed technology assets included assumed obsolescence rates.
As described, the valuation of identifiable intangible assets acquired required various estimates and assumptions. The Company's management believes the fair values recognized for the assets acquired and liabilities assumed are based on reasonable estimates and assumptions.
Estimated useful lives of the identifiable intangible assets acquired are as follows:
16
|
|
Useful Life |
Customer relationships |
|
|
Trade names |
|
|
Developed technology - software |
|
|
Developed technology - biotech |
|
The following pro forma information shows the results of the Company's operations as though the acquisition had occurred as of the beginning of the comparable period, January 1, 2024 (in thousands):
|
|
Three Months Ended March 31, |
|
|
|
|
2025 |
|
|
Revenues |
|
$ |
|
|
Net loss |
|
|
( |
) |
The pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results of Ambry to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment, net and intangible assets had been applied from January 1, 2024. The pro forma financial information for the three months ended March 31, 2025 combines the Company's financial results and the historical results of Ambry for the three months ended March 31, 2025. Included in the adjustment is a $
For the three months ended March 31, 2025, Ambry contributed $
Pursuant to ASC 805, Business Combinations, the Company accounted for the Ambry Acquisition as a business combination under the acquisition method of accounting.
Property and Equipment, Net
The following summarizes property and equipment, net as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Equipment |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Building |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Total property and equipment, gross |
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense on property and equipment is classified as follows in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cost of revenue, diagnostics |
|
$ |
|
|
$ |
|
||
Cost of revenue, data and applications |
|
|
|
|
|
|
||
Selling, general and administrative costs |
|
|
|
|
|
|
||
Total depreciation |
|
$ |
|
|
$ |
|
||
17
Accrued Expenses
Accrued expenses as of March 31, 2026 and December 31, 2025, consist of the following (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Accrued compensation and employee benefits |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Accrued cloud storage costs |
|
|
|
|
|
|
||
Interest payable |
|
|
|
|
|
|
||
Total accrued expenses |
|
$ |
|
|
$ |
|
||
Goodwill
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. There were
Intangible assets
Intangible assets are initially recorded at their acquisition cost, or fair value if acquired as part of a business combination and amortized over their estimated useful lives. Intangible assets consist of a website domain, customer relationships, trade names, developed technology acquired as part of a business combination, and licensed data acquired by entering into research collaboration agreements. In each license arrangement, the other party provides the Company with specified data, which is used for research and development purposes and may also be licensed to third parties. The asset represents the Company’s right to use these datasets. The Company also recognizes a liability for the associated minimum payments that are presented within Accrued data licensing fees on the condensed consolidated balance sheets.
There were
The following table summarizes intangible assets as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net |
|
||||||
Customer relationships |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Licensed data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Website domain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trade names |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developed technology - biotech |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Developed technology - software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Amortization of intangible assets is recognized using the straight-line method over their estimated useful lives, which range from three to
As of March 31, 2026, the estimated future amortization expense related to intangible assets is as follows (in thousands):
18
4/1/2026 - 12/31/2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
2030 |
|
|
|
2031 |
|
|
|
Thereafter |
|
|
|
Total |
$ |
|
Capitalized software
Capitalized software consists of internal-use software costs, which are initially recorded at cost. The Company adopted ASU 2025-06 on January 1, 2026 on a prospective basis. Refer to Note 1 for further detail. Amortization of capitalized software is recognized using the straight-line method when placed into service over the estimated useful life of the software, which is typically three to five years. Amortization expense was immaterial for the three months ended March 31, 2026 and 2025, and is recorded in Selling, general and administrative expense.
The following summarizes capitalized software, net as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Capitalized software, gross |
|
|
|
|
|
|
||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Capitalized software, net |
|
$ |
|
|
$ |
|
||
There were
SB Tempus
On
SB Tempus is considered a VIE as the Company does not have sufficient equity at risk and is entitled to receive residual returns of SB Tempus through its equity stake. Decisions that significantly impact the economic performance of SB Tempus require the consent of both the Company and SoftBank. Therefore, the Company concluded that neither party is deemed to have predominant control over SB Tempus, and the Company is not considered to be the primary beneficiary.
The Company's maximum exposure to loss from SB Tempus is equal to the carrying value of the Company's investment. As of March 31, 2026, the carrying value of the investment in SB Tempus was $
In connection with entering into the Joint Venture Agreement, the Company entered into a Data License Agreement (the "Data License Agreement"), under which the Company granted SB Tempus a limited, non-exclusive, transferable license with a limited right to sublicense certain de-identified data for certain specified uses solely in Japan. Under the Data License Agreement, SB Tempus paid the Company ¥
In addition, on July 18, 2024, the Company and SB Tempus entered into an Intellectual Property Agreement (the "IP License Agreement") under which SB Tempus paid the Company an additional ¥
19
income and will be amortized into Other expense, net over
Purchase Obligations
The Company has entered into non-cancelable arrangements with third parties, primarily related to data licenses and cloud computing services. Where applicable, the Company calculates its obligation based on termination fees that can be paid to exit the contract. The data license agreements include committed payments for access to the data and additional payments contingent on the commercialization of such data. For the three months ended March 31, 2026 and 2025, the Company recognized data licensing and cloud computing expenses of $
As of March 31, 2026, future payments under these contractual obligations were as follows (in thousands):
4/1/2026 - 12/31/2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
2030 |
|
|
|
2031 |
|
|
|
Total purchase obligations |
|
|
|
Less: Current portion of purchase obligations |
|
|
|
Total long-term purchase obligations |
$ |
|
Legal Matters
From time to time, the Company may be involved in various legal proceedings, including commercial claims from customers and vendors, potential lawsuits seeking damages and/or injunctive relief, employment disputes, subpoenas, government investigations, regulatory or administrative proceedings, and other types of matters arising from the normal course of business activities. There were no material such matters as of and for the three months ended March 31, 2026 and 2025.
The Company has entered into various non-cancelable operating lease agreements, primarily for the rent of office and lab space, with expirations at various dates through 2036. Lease cost is recognized on a straight-line basis over the lease term. Variable lease costs, which include items such as real estate taxes, common area maintenance, utilities and storage are not included in the calculation of the right-of-use assets and are recognized as incurred.
The components of total lease costs for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
|
Three Months Ended March 31, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Operating lease cost |
$ |
|
|
$ |
|
||
Variable lease cost |
|
|
|
|
|
||
Short-term lease costs |
|
|
|
|
|
||
Sublease income |
|
( |
) |
|
|
( |
) |
Total lease costs |
$ |
|
|
$ |
|
||
20
Lease term and discount rate as of March 31, 2026 and December 31, 2025 are as follows:
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Weighted-average remaining lease term (in years) |
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
||
Weighted-average discount rate |
|
|
|
|
|
||
Operating leases |
|
% |
|
|
% |
||
As of March 31, 2026, the future payments under operating leases for each of the next five years and thereafter are as follows (in thousands):
|
Operating Leases |
|
|
4/1/2026 - 12/31/2026 |
|
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
2030 |
|
|
|
2031 |
|
|
|
Thereafter |
|
|
|
Total minimum lease payments |
|
|
|
Less: Amount representing interest |
|
|
|
Present value of net minimum lease payments |
|
|
|
Less: Current portion of lease liabilities |
|
|
|
Total long-term lease liabilities |
$ |
|
|
Common Stock
Prior to the initial public offering of the Company’s Class A common stock (“IPO”), the Company had authorized two classes of common stock, voting and non-voting. In March 2021, the Company amended its certificate of incorporation to bifurcate the voting common stock into two classes, Class A common stock and Class B common stock. In connection with the IPO, a further amendment to the Company's certificate of incorporation became effective, which authorized
Class A common stock and Class B common stock are collectively referred to as “Common Stock” throughout the notes to these unaudited interim condensed consolidated financial statements unless otherwise noted.
The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to thirty votes per share. No shares of non-voting common stock are authorized or outstanding.
Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock.
Under the Articles of Incorporation, any holder’s shares of Class B common stock will convert automatically into Class A common stock, on a one-to-one basis, upon certain circumstances, including: (1) the sale or transfer of such shares of Class B common stock, other than to a “controlled entity,” which is any person or entity which, directly or indirectly, is controlled by, or is under common control with, the holder of such shares of Class B common stock; (2) the trading day that is no less than
21
Once transferred and converted into Class A common stock, the Class B common stock may not be reissued.
The Company issues stock-based awards to its employees in the form of stock options, restricted stock units, performance stock units and restricted stock, all of which have the potential to increase the outstanding shares of common stock in the future (see Note 11, Stock-Based Compensation).
Upon any liquidation, dissolution, or winding-up, the holders of Class A common stock and Class B common stock will be entitled to share equally, identically, and ratably in all assets remaining after the payment of any liabilities, liquidation preferences, and accrued or declared but unpaid dividends, if any, with respect to any outstanding preferred stock, unless a different treatment is approved by the affirmative vote of the holders of a majority of the outstanding shares of such affected class, voting separately as a class.
Treasury Stock
As discussed in Note 4, Paige will pay approximately $
At the Market Sales Agreement
On August 8, 2025, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Morgan Stanley & Co., LLC, Cantor Fitzgerald & Co., TD Securities (USA), LLC and Allen & Company LLC, as sales agents (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell from time to time, at its option, shares of Class A common stock through the Sales Agents (the "ATM"). The issuance and sale, if any, of shares of Class A Common Stock under the Sales Agreement will be made pursuant to an automatically effective registration statement on Form S-3 and the related prospectus included therein (the “ATM Prospectus”), which was filed with the SEC on August 8, 2025. In accordance with the terms of the Sales Agreement, under the ATM Prospectus, the Company may offer and sell shares of Class A common stock having an aggregate offering price of up to $
For the three months ended March 31, 2026, the Company sold
2015 Stock Plan
In 2015, the Company adopted the Tempus AI, Inc. 2015 Stock Plan (the “2015 Plan”), which has been amended and restated numerous times to increase the aggregate shares authorized to be issued to employees, consultants, and directors of the Company. As of December 31, 2023, there were
After the IPO, no further grants will be made under the 2015 Plan.
2024 Equity Incentive Plan
In February 2024, the Company’s board of directors adopted, and in April 2024, the Company’s stockholders approved, the 2024 Equity Incentive Plan (the “2024 Plan”), which became effective in connection with the IPO in June 2024. The 2024 Plan provides for the grant of incentive stock options, (“ISOs”) nonstatutory stock options, stock appreciation rights, RSUs, restricted stock unit awards (“RSAs”), performance-based restricted stock awards (“PSUs”) and other awards. The original maximum number of shares of Class A common stock that may be issued under the 2024 Plan was
22
The Company granted
Stock-based compensation is classified as follows in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cost of revenues, diagnostics |
|
$ |
|
|
$ |
|
||
Cost of revenues, data and applications |
|
|
|
|
|
|
||
Technology research and development |
|
|
|
|
|
|
||
Research and development |
|
|
|
|
|
|
||
Selling, general and administrative |
|
|
|
|
|
|
||
Total stock-based compensation |
|
$ |
|
|
$ |
|
||
Convertible Senior Notes
On July 3, 2025, the Company completed a private offering (the "Offering") of $
The Notes are general unsecured obligations of the Company and will mature on
On or after April 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver cash, shares of the Company's Class A common stock or a combination of cash and shares of the Company's Class A common stock, at the Company’s election.
The conversion rate for the Notes is
On or after July 20, 2028, the Company may redeem for cash all or any portion of the Notes if the last reported sale price of the Company's Class A common stock has been at least
23
If the Company undergoes a fundamental change (as defined in the indenture governing the Notes), then, subject to certain conditions and exceptions, noteholders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to
The initial purchasers' discount of $
During the three months ended March 31, 2026, the Company made $
Capped Call Transactions
In connection with the pricing of the Notes on June 30, 2025, and the exercise in full by the initial purchasers of their option to purchase additional Notes on July 1, 2025, the Company entered into capped call transactions (the "Capped Call"), effective as of July 3, 2025, with one of the initial purchasers and certain other financial institutions. The Capped Call is expected generally to reduce the potential dilution to the Company's Class A common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap based on a cap price initially equal to $
The Capped Call qualifies for a scope exception from derivative accounting for instruments that are both indexed to the issuer's own stock and classified in stockholders' equity. The $
Credit Facilities
On September 22, 2022, the Company entered into a Credit Agreement (the “Original Credit Agreement”) with Ares Capital Corporation (“Ares”) for a senior secured loan (the “Term Loan Facility”) that matures in September 2027, in an original principal amount of $
On February 3, 2025, the Company entered into a Third Amendment Agreement (the "Third Amendment Agreement") which, among other things, provided for an additional $
On June 30, 2025, in conjunction with the Offering, the Company entered into a Fourth Amendment to the Credit Agreement (the “Fourth Amendment Agreement”). The Fourth Amendment Agreement amended the terms of the Credit Agreement to (i) permit the Offering and the related derivative transactions and (ii) provide that the Offering satisfies the junior capital raise requirement set forth in the Credit Agreement. Except as noted above, the material terms of the Credit Agreement were not amended. The Fourth Amendment Agreement was accounted for as a debt modification.
24
In July 2025, the Company repaid in full the principal amount of the Term Loan Facility for $
The Term Loans and Revolving Credit Facility (together with the Term Loan Facilities, the “Credit Facilities”) are subject to quarterly interest payments for Base Rate loans and at the end of the applicable interest rate period for Term Secured Overnight Financing Rate (“SOFR”) loans.
The Term Loans are subject to quarterly interest payments, which bears interest based on Term SOFR. Additionally, the Company may make either a paid-in-kind ("PIK") election or a Cash election. Pursuant to the Original Credit Agreement, as amended by the Fourth Amendment Agreement, or the Credit Agreement, interest on the Term Loans accrues at a per annum rate as follows: (i) for any interest period for which the Company elects to pay interest in cash, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin ranging from
Interest on the Revolving Loans accrues interest at a per annum rate equal to Term SOFR plus
In addition, the Credit Agreement contains customary representations and warranties, financial and other covenants, and events of default, including but not limited to, limitations on earnout, milestone, or deferred purchase obligations, dividends on preferred stock and stock repurchases, cash investments, and acquisitions. The Company is required to maintain a minimum liquidity of at least $
The Company’s obligations under the Credit Agreement are guaranteed by certain of its subsidiaries and secured by substantially all of the Company’s and such subsidiaries’ assets.
The original issue discount of $
During the three months ended March 31, 2026, the Company made $
25
Interest expense and the effective interest rate for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Interest expense |
|
|
|
|
|
|
||
Term Loans |
|
$ |
|
|
$ |
|
||
Revolving Credit Facility |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Effective interest rate |
|
|
|
|
|
|
||
Term Loans |
|
|
% |
|
|
% |
||
Revolving Credit Facility |
|
|
% |
|
|
% |
||
Convertible Promissory Note
On February 22, 2025, the Company amended its convertible promissory note (the "Second Amended Note") with Google LLC ("Google"), originally entered into on June 22, 2020 (the "Initial Note"), and subsequently amended on November 19, 2020 (the "Amended Note"). The amendment extended the maturity date of the Second Amended Note from
The amendment was accounted for as a modification. The principal balance of the Second Amended Note was reset to $
The Company recognized interest expense of $
Basic net loss per share is calculated by dividing the net loss by the weighted average number of outstanding shares of Common Stock each period. The Company’s Class A common stock and Class B common stock share equally in distributed and undistributed earnings; therefore, no allocation to participating securities or dilutive securities is performed. Diluted net loss per share is calculated by giving effect to all potential dilutive Common Stock equivalents, which includes stock options, RSUs, RSAs, PSUs, and preferred stock. The Company used the if-converted method to calculate diluted EPS. The Company excluded any potentially dilutive common stock equivalents from the calculation of diluted net loss per share if their effect is anti-dilutive. The Company had net losses in the three months ended March 31, 2026 and 2025. As disclosed in Note 15, the Company held back shares in connection with certain acquisitions. The holdback liability resulted in a dilutive impact to net loss per share.
26
The following table presents the calculation for basic and diluted net loss per share (in thousands, except share and per share data):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss, basic |
|
$ |
( |
) |
|
$ |
( |
) |
Plus: Gain due to a change in fair value for holdback liability |
|
|
( |
) |
|
|
— |
|
Net loss, diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted-average common shares outstanding, basic |
|
|
|
|
|
|
||
Plus: Dilutive effect of holdback liability |
|
|
|
|
|
— |
|
|
Weighted-average common shares outstanding, diluted |
|
|
|
|
|
|
||
Net loss per share, basic |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share, diluted |
|
$ |
( |
) |
|
$ |
( |
) |
The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share for each period, as the impact of including them would have been anti-dilutive.
|
|
As of March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Deep 6 holdback liability |
|
|
|
|
|
|
||
Unvested RSUs |
|
|
|
|
|
|
||
Unvested RSAs |
|
|
|
|
|
|
||
Unvested PSUs |
|
|
|
|
|
|
||
Shares issuable upon conversion of Notes(1) |
|
|
|
|
|
|
||
Total potentially dilutive shares |
|
|
|
|
|
|
||
(1) As disclosed in Note 12, the Company entered into the Capped Call in connection with the pricing of the Notes. The Capped Call is generally expected to reduce the potential dilution to the Company’s Class A common stock upon conversion of the Notes. As such, the impact of the Capped Calls was excluded from the calculation as the effect of the Capped Calls if issued upon conversion of the Notes, would have been anti-dilutive.
As disclosed in Note 12,
Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to income or loss before income taxes, adjusted for discrete items, if any, for the reporting period. The Company updates its estimate of the annual effective tax rate each quarter and makes a cumulative adjustment in such period.
For the three months ended March 31, 2026, the Company recorded an income tax benefit of $
Due to the Company’s history of losses in the United States, a full valuation allowance on all other deferred tax assets, including net operating loss carryforwards and other book versus tax differences, was maintained.
The Company will continue to evaluate the realizability of its deferred tax assets on a quarterly basis and adjust the valuation allowance as necessary based on the weight of available evidence.
For the three months ended March 31, 2025, the Company recorded an income tax benefit of $
27
income tax rate primarily due to the discrete tax benefit recognized from the reduction of the valuation allowance as a result of the Ambry Acquisition during the quarter.
Fair Value Measurements
The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, minimum royalties, accounts payable, and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying amounts of the related party receivable and minimum royalties approximate fair value because the interest rates used fluctuate with market interest rates or the fixed rates are based on current rates offered to the Company for debt with similar terms and maturities.
The valuation methodologies used for the Company’s assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below:
Marketable equity securities—The Company holds marketable equity securities, all of which are publicly traded shares of common stock, which have quoted prices in active markets and are classified as short-term. The securities are measured at fair value each reporting period. The Company classifies the marketable equity securities as Level 1 as they are valued using quoted market prices at each reporting period.
Holdback liability—The Company held back
Holdback liabilities are measured at fair value each reporting period, with the acquisition date fair value included as part of the consideration transferred in the related business combination and subsequent changes in fair value recorded in earnings within operating expense on the condensed consolidated statements of operations and comprehensive loss. The Company classified the holdback liability as Level 1 as the shares are valued using a quoted market price.
The Credit Facilities, the Second Amended Note, and the Notes were not recorded at fair value. The fair values of the Credit Facilities, the Second Amended Note, and the Notes approximated their carrying values as of March 31, 2026 and December 31, 2025. Estimates of the fair values of the Credit Facilities, the Second Amended Note, and the Notes are classified as Level 3 due to the lack of relevant observable market data over fair value inputs.
The following tables summarize assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 (in thousands):
|
|
|
|
|
Fair Value Measurement at Reporting Date Using |
|
||||||||||
|
|
March 31, 2026 |
|
|
Quoted Price |
|
|
Significant |
|
|
Significant |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable equity securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Holdback liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Fair Value Measurement at Reporting Date Using |
|
||||||||||
|
|
December 31, 2025 |
|
|
Quoted Price |
|
|
Significant |
|
|
Significant |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable equity securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Holdback liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
28
For the three months ended March 31, 2026 and 2025, the Company did
Marketable Equity Securities
The Company holds marketable equity securities, which are all publicly traded shares of Recursion Pharmaceuticals, Inc. ("Recursion") Class A common stock and Personalis common stock.
Recursion shares of Class A common stock were received as payment of accounts receivable. During the three months ended March 31, 2026, the Company did
As consideration for the Company's obligations to Personalis under the Commercialization and Reference Laboratory Agreement entered into with Personalis in November 2023, Personalis issued warrants to the Company to purchase up to an aggregate of
Changes in fair value of marketable equity securities are recorded in earnings within Other expense, net on the condensed consolidated statement of operations and comprehensive loss.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net loss during the period on marketable equity securities |
|
$ |
|
|
$ |
|
||
Less: Net gain recognized during the period on marketable equity securities sold during the period |
|
$ |
|
|
|
( |
) |
|
Unrealized loss recognized during the period on marketable equity securities still held at the reporting date |
|
$ |
|
|
$ |
|
||
Strategic Investment
The Company's Founder and Chief Executive Officer is a co-founder and serves as Executive Chairman of the board of Pathos AI, Inc. ("Pathos"). On August 19, 2021, the Company entered into a Master Agreement with Pathos, which was subsequently amended on February 12, 2024 (as amended, the "Amended and Restated Master Agreement"), for the purpose of furthering the commercialization efforts of drug development. In connection therewith, the Company received a warrant to purchase
On April 17, 2025, the Company entered into an Order Form (the "Order Form") regarding both the development of a foundation large multimodal model in the field of oncology (the “Foundation Model”) and the licensing of certain de-identified multi-modal data to assist in the development of the Foundation Model, with Pathos under the Amended and Restated Master Agreement (the Amended and Restated Master Agreement and the Order Form collectively referred to herein as the “Pathos Master Agreement”). Pursuant to the Pathos Master Agreement, (i) Pathos will be responsible for Foundation Model development activities under the Statement of Work with AstraZeneca under the Master Services Agreement, dated November 17, 2021 between the Company and AstraZeneca, as amended form time to time (the Master Services Agreement and the Statement of Work are collectively referred to
29
herein as the “MSA”), (ii) the Company will license Pathos a comprehensive de-identified multi-modal dataset for the sole purpose of assisting in the development and training of the Foundation Model under the MSA, (iii) Pathos will pay the Company data license fees of $
Consulting Arrangement and Equity Grant
On February 16, 2026, the Company entered into an Independent Contractor Agreement (the “Huerga Contractor Agreement”) with Iker Huerga, Chief Executive Officer of Pathos, pursuant to which Mr. Huerga agreed to assist the Company in negotiating, managing, and expanding a new commercial agreement (the "Commercial Agreement"). Compensation under the Huerga Contractor Agreement consists solely of RSUs and PSUs. Mr. Huerga will earn
The Company has entered into various agreements with our related parties, which primarily encompasses the development of the Foundation Model, access to the Company's Lens product, sequencing, clinical research organization and other data services. The Company has recognized $
As of March 31, 2026 and December 31, 2025, there was
As of March 31, 2026, related party asset and related party asset, less current portion were $
As of March 31, 2026, deferred revenue includes $
30
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward- looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements concerning the following:
31
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 . Some of the information contained in this discussion and analysis, including information with respect to our planned investments in our sales and marketing, research and development, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Note Regarding Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of forward- looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Tempus is a technology company focused on healthcare that straddles two converging worlds. We strive to combine deep healthcare expertise, providing next-generation diagnostics across multiple disease areas, with leading technology capabilities, harnessing the power of data and analytics to help personalize medicine. We endeavor to unlock the true power of precision medicine by creating Intelligent Diagnostics through the practical application of artificial intelligence, or AI, in healthcare. Intelligent Diagnostics use AI, including generative AI, to make laboratory tests more accurate, tailored, and personal. Unlike traditional diagnostic labs, we can incorporate unique patient information, such as clinical, molecular, and imaging data, with the goal of making our tests more intelligent and our results more insightful. Unlike other technology companies, we are deeply rooted in clinical care delivery as one of the largest sequencers of cancer patients, and patients with other diseases, in the United States. Straddling both worlds is advantageous as we believe Intelligent Diagnostics represent the future of precision medicine, informing more personalized and data-driven therapy selection and development. We believe their adoption could empower physicians to deliver better care and researchers to develop more precise therapies, with the potential to save millions of lives.
In order to bring AI to healthcare at scale, we believe the foundation of how data flows throughout the ecosystem needs to be rebuilt. We established new data pipes, going to and from providers, to allow for the free exchange of data between physicians, who interpret data, and diagnostic and life science companies, who provide data, integrating relevant clinical data, such as outcomes, or adverse events, which are essential for many clinical decisions. Without this capability, we believe that data would continue to accumulate without impacting patient care. To accomplish this, we built both a technology platform to free healthcare data from silos and an operating system to make this data useful, the combination of which we refer to as our Platform. Our Platform connects multiple stakeholders within the larger healthcare ecosystem, often in real time, to assemble and integrate the data we collect, thereby providing an opportunity for physicians to make data-driven decisions in the clinic and for researchers to discover and develop therapeutics. We aim to help physicians find the best therapies for their patients, help pharmaceutical and biotechnology companies make the best drugs possible, and enable patients to access emerging therapies and clinical trials when appropriate.
We currently offer two product lines: Diagnostics and Data and applications. Each product line is designed to enable and enhance the other, thereby creating network effects in each of the markets in which we operate. We are able to commercialize records multiple times, both at the time a test is run and thereafter. Our Diagnostics product line leverages our laboratories to provide next generation sequencing, or NGS diagnostics, polymerase chain reaction, or PCR, profiling, molecular genotyping and other anatomic and molecular pathology testing to healthcare providers, pharmaceutical companies, biotechnology companies, researchers, and other third parties. The data generated in our lab or ingested into our platform as part of the Diagnostics product line is structured and de-identified, prior to commercialization. This de-identified database is then commercialized to our pharmaceutical and biotechnology partners to facilitate drug discovery and development through our products, including, among other things, Insights, Trials, Next and Algos. Our Applications product line is focused on developing and providing diagnostics that are algorithmic in nature, implementing new software as a medical device, and building and deploying clinical decision support tools.
We primarily operate in the United States and generated total revenue of $348.1 million and $255.7 million in the three months ended March 31, 2026 and 2025, respectively. We also incurred net losses of $125.9 million and $68.0 million in the three months ended March 31, 2026 and 2025, respectively. We generated adjusted EBITDA of $(2.8) million and $(16.2) million in the three months ended March 31, 2026 and 2025, respectively. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with generally accepted accounting principles in the United States of America, or GAAP, and for additional information about adjusted EBITDA, a non-GAAP financial measure, see "—Non-GAAP Financial Measure."
33
Strategic Collaborations
AstraZeneca and Pathos
In April 2025, we entered into a series of agreements with AstraZeneca AB, or AstraZeneca, and Pathos regarding both the development of a foundation large multimodal model in the field of oncology, or the Foundation Model, and the licensing of certain de-identified multi-modal data to assist in the development of the Foundation Model.
Specifically, we entered into a Statement of Work with AstraZeneca under the previously disclosed Master Services Agreement, dated November 17, 2021, as amended in October 2022, February 2023 and December 2023 (and as further amended from time to time, together with the Statement of Work, collectively referred to herein as the MSA). Pursuant to the MSA, (i) we will ensure that Pathos develops, and we provide AstraZeneca with, a Foundation Model which has been developed, validated, and maintained using de-identified datasets contributed by us, (ii) the Foundation Model will be developed, validated, and maintained by Pathos, (iii) AstraZeneca will pay us a fee of $35 million, and (iv) a syndicate of investors including AstraZeneca will contemporaneously execute a Stock Purchase Agreement with Pathos, or the SPA, as part of a preferred stock financing round of sufficient size given the obligations described herein.
We also entered into an Order Form with Pathos under the previously disclosed Amended and Restated Master Agreement, restated effective February 12, 2024, (the Amended and Restated Master Agreement and the Order Form collectively referred to herein as the “Pathos Master Agreement”). Pursuant to the Pathos Master Agreement, (i) Pathos will be responsible for Foundation Model development activities under the MSA, (ii) we will license Pathos a comprehensive de-identified multi-modal dataset for the sole purpose of assisting in the development and training of the Foundation Model under the MSA, (iii) Pathos will pay us data license fees of $200 million over a three-year period, including an upfront payment of $50 million that has been paid as of April 2025 (iv) we will receive a license to use the Foundation Model upon its completion (with certain field restrictions and the right of sublicense to AstraZeneca), and (v) in consideration of Pathos’ commitments under the Pathos Master Agreement, we will pay Pathos $35 million, of which $25 million has been paid to date. Pathos, in its sole discretion, may pay up to 50% of the data license fees owed to us in shares of Pathos’ Series D Preferred Stock.
AstraZeneca
As previously disclosed, in November 2021, we entered into the MSA with AstraZeneca. Under the MSA, we agreed, on a non-exclusive basis, to provide AstraZeneca with certain of our products and services, including licensed data, sequencing, clinical trial matching, organoid modeling services, algorithm development, and others. In exchange for certain discounted prices, AstraZeneca has committed to spend a minimum of $220 million on such products and services during the term of the MSA. The term of the MSA will continue through December 31, 2026, unless terminated sooner. The minimum commitment may increase from $220 million to $320 million through December 2028 at AstraZeneca's election.
GlaxoSmithKline
In August 2022, we entered into a Strategic Collaboration Agreement, or, as amended in May 2024, the GSK Agreement, with GlaxoSmithKline, or GSK. Under the GSK Agreement, we agreed, on a non-exclusive basis, to provide GSK with certain of our products and services, including licensed data, sequencing, clinical trial matching, organoid modeling services, algorithm development, and others. In exchange for certain discounted prices, GSK has committed to spend a minimum of $180 million on such products and services during the term of the GSK Agreement, of which $70 million was paid upon execution. The term of the GSK Agreement will continue through December 31, 2027, unless terminated sooner. An additional commitment of up to $120 million may be triggered at GSK’s election for the years 2028, 2029 and 2030.
Recursion Master Agreement
In November 2023, we entered into a Master Agreement, or the Recursion Agreement, with Recursion Pharmaceuticals, Inc., or Recursion. Under the Recursion Agreement, we agreed to provide certain of our services and to license certain data to Recursion, including a limited right to access our proprietary database of de-identified clinical and molecular data for certain therapeutic product development purposes. In exchange for these rights, Recursion will pay an initial license fee of $22 million and an annual license fee throughout the term of the agreement, which, together with the initial license fee, totals up to $160 million. The term of the Recursion Agreement will continue through November 3, 2028, unless terminated sooner. In addition to mutual rights to terminate for an
34
uncured breach of the Recursion Agreement, Recursion may terminate the agreement for convenience after three years upon 90 days prior notice, subject to payment by Recursion of an early termination fee.
The initial license fee and each annual license fee are payable at Recursion’s option either in the form of (x) cash, (y) shares of Recursion’s Class A common stock, or (z) a combination of cash and shares of Recursion’s Class A common stock in such proportion as is determined by Recursion in its sole discretion; provided that the aggregate number of shares of Recursion’s Class A common stock to be issued to us under the Recursion Agreement shall not exceed 19.9% of the aggregate total of shares of Recursion Class A common stock and Class B common stock outstanding on November 3, 2023, or the date immediately preceding the date any shares of Class A common stock are issued pursuant to the Recursion Agreement, whichever is less. We have customary registration rights with respect to any shares of Recursion’s Class A common stock issued pursuant to the Recursion Agreement.
Factors Affecting Our Performance
We believe there are several important factors that have impacted and that we expect will impact our operating performance and results of operations. While each of these areas presents significant opportunities for us, they also pose significant risks and challenges that we must address.
Research and Development and New Products
We expect to maintain high levels of investment in product innovation over the coming years as we continue to develop new laboratory assays, develop algorithms, and expand our Platform into new disease areas. These investments will include laboratory costs incurred in validating new or improving current assays, licensing of data sets to accelerate our efforts in new diseases, and development and validation costs for new Algos products. We invested $48.2 million and $35.9 million during the three months ended March 31, 2026 and 2025 respectively, in research and development. Our ability to develop new products, obtain regulatory approvals when required, launch them into the market, and drive adoption of these products by our customers will continue to play a key role in our results.
Customer Acquisition and Expansion
To grow our business requires both identifying new customers and expanding our partnerships with existing ones across each of our product lines. For Diagnostics, this entails our field salesforce developing relationships with individual physicians, genetic counselors, and hospital systems, demonstrating the power our Platform has in enabling them to provide personalized care to their patients. For Data and applications, this entails our pharmaceutical business development teams demonstrating the power our Platform and database have in enabling drug discovery, development and clinical trial matching for our pharmaceutical partners and demonstrating the utility of these algorithms in a clinical setting. Since our inception, our offerings have been used by more than 8,500 physicians and we have worked with over 250 biotech companies, as well as 19 of the 20 largest public pharmaceutical companies based on 2025 revenue, albeit with many we are still at an early stage of adoption. Our financial performance relies heavily on our ability to add customers to our Platform and expand the relationships with our current customers through adoption of our new products.
Investments in Technology
Technology is at the core of everything we do. From receiving orders and ingesting data through our various provider integrations to delivering test results and access to our analytical platform, our Platform plays a key role in driving our business. We will continue to make significant investments in our Platform to continually improve our user experience and allow us to generate, ingest and structure data more efficiently as we expand our offerings. We invested $45.9 million and $33.4 million, in the three months ended March 31, 2026 and 2025, respectively, in technology. We expect to maintain high levels of investment in our technology over the coming years as we continue to develop new features to support our current and future business needs. Our ability to execute on the development of such technology will continue to play a key factor in our results. In addition, the announcement of substantial new tariffs and other restrictive trade policies, to the extent such current and future tariffs apply to hardware, networking infrastructure or other technology infrastructure used by us or our third-party vendors, could raise costs, constrain supply or affect service reliability.
Payer Coverage and Reimbursement
Our financial performance relies heavily on our ability to secure reimbursement from payers and government health benefits programs. A substantial majority of the genomic testing we perform is clinical in nature. We typically receive reimbursement for these tests from commercial payers and from government health benefits programs, such as Medicare and Medicaid. The amount of payment we receive varies widely and depends on a variety of factors, including the payer, the assay run, and other characteristics
35
about the patient. As of December 31, 2025, we had received payment on approximately 55% of our clinical oncology NGS tests and 50% of our hereditary tests across all payers performed from January 1, 2023 through December 31, 2024. We calculated this metric on a trailing basis based on payer adjudication timing. However, we continued to perform our NGS tests through December 31, 2025. For the years ended December 31, 2025, 2024 and 2023, our average reimbursement for NGS tests in oncology (i.e., excluding hereditary testing) was approximately $1,600, $1,510 and $1,450, respectively. For the year ended December 31, 2025 and 2024, our average reimbursement for NGS tests in hereditary testing was approximately $770 and $760, on a pro forma basis, for which pro forma amounts have been calculated after applying our accounting policies. We will continue to invest significantly in various efforts aimed at improving our average reimbursement, including performing clinical studies to generate evidence of clinical utility, seeking regulatory approval for our tests, and opening additional lab locations. Any changes to medical policies impacting how our tests are reimbursed could have a significant impact on our results.
Macroeconomic Conditions
A significant portion of our current Data and applications products sales are to customers in the life sciences industry, in particular the pharmaceutical and biotechnology industry. Demand for our Data and applications products could be affected by factors that adversely affect the life sciences industry, including macroeconomic and market conditions that may adversely impact earlier stage biotechnology companies such as substantial new tariffs and other restrictive trade policies.
Components of Results of Operations
Revenue
We currently primarily derive our revenue from our two product lines: (1) Diagnostics and (2) Data and applications.
Diagnostics
Diagnostics primarily includes revenue from Oncology testing (legacy Tempus) and Hereditary testing (legacy Ambry Genetics). Oncology testing includes revenue from diagnostics, PCR profiling, and other anatomic and molecular pathology testing to oncologists, pharmaceutical companies, biotechnology companies, researchers, and other third parties. Hereditary testing includes revenue from inherited cancer risk, whole exome and genome profiling for rare conditions, and all other inherited screening testing primarily to genetic counselors.
Data and applications
Data and applications primarily includes revenue from de-identified data generated through our Diagnostics product line to our pharmaceutical and biotechnology partners for use in their drug development efforts. These transactions consist of data licensing agreements, AI-enabled clinical trial matching, and analytical services. Our Data revenue is typically back-weighted towards the second half of the year based on the budgeting cycles of our customers.
Cost and Operating Expenses
We incur costs to generate revenue for each of our two product lines. Cost of revenues for our Diagnostics product line is a higher percentage of the Diagnostics revenue than cost of revenues for Data and applications is as a percentage of Data and applications revenue. As revenue shifts between these product lines, total cost of revenue as a percentage of revenue will be impacted.
Cost of Revenues, Diagnostics
Cost of revenues for Diagnostics primarily includes personnel lab expenses, including salaries, bonuses, employee benefits and stock-based compensation expenses (which we refer to as “personnel costs”), and amortization of intangible assets, cost of laboratory supplies and consumables, laboratory rent expense, depreciation of laboratory equipment and shipping costs. Costs associated with performing our tests are recorded as the tests are processed at the time of report delivery. We expect these costs will increase in absolute dollars as our Diagnostics revenue continues to grow.
Cost of Revenues, Data and applications
Cost of revenues for Data and applications primarily includes data acquisition and royalty fees, and personnel costs related to delivery of our data services and platform, cloud costs, and certain allocated overhead expenses. Costs associated with performing data product services are recorded as incurred. We expect these costs will increase in absolute dollars as our Data and applications revenue continues to grow.
36
Research and Development
Research and development expense primarily includes costs incurred to develop new assays and products, including validation costs, research and development and allocated lab personnel costs, salaries and benefits of our scientific and laboratory research and development teams, amortization of intangible assets, inventory costs, overhead costs, contract services and other related costs. Research and development costs are expensed as incurred. We plan to continue to invest in new assay development and expansion into new disease areas. As a result, we expect that research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest to support these activities.
Technology Research and Development
Technology research and development expense primarily includes personnel costs incurred related to the research and development of our technology platform and applications and the research and development of new products that we hope to bring to the market. Technology research and development costs are expensed as incurred. We plan to continue to invest in technology personnel to support our Platform and new algorithm development. We expect that technology research and development expenses will increase in absolute dollars for the foreseeable future as we continue to invest to support these activities.
Selling, General and Administrative
Our selling, general and administrative expense primarily includes personnel costs, inclusive of stock-based compensation expense, for our sales, executive, accounting and finance, legal and human resources functions, commissions, and other general corporate expenses, including software and tools, professional services, real estate costs, and travel costs.
Interest Income
Interest income consists of interest earned on our cash and cash equivalents.
Interest Expense
Interest expense consists primarily of interest from our Second Amended Note, Credit Facilities, and Notes (each as defined in “—Liquidity and Capital Resources”). Interest expense related to our Second Amended Note will continue, but should decrease over time as the principal amount decreases. Interest expense related to the Credit Facilities will continue, but decreased as a result of the prepayment of the Term Loan Facility in July 2025.
Other Expense, Net
Other expense, net consists of foreign currency exchange gains and losses, gains and losses on marketable equity securities, income from the Intellectual Property Agreement, or the IP License Agreement, with SB Tempus Corp., or SB Tempus. Foreign currency exchange gains and losses relate to transactions and asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates. We hold shares of common stock of Recursion and Personalis, Inc., or Personalis, which are recorded within marketable equity securities. These shares are marked to market each reporting period.
Benefit from income taxes
Benefit from income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business, as adjusted for non-deductible expenses, and changes in the valuation of our deferred tax assets and liabilities. We maintain a full valuation allowance on our U.S. federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.
Losses from Equity Method Investments
Losses from equity method investments consist of earnings from our joint venture, SB Tempus. See Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding SB Tempus.
37
Results of Operations
The following table sets forth the significant components of our results of operations for the periods presented (in thousands).
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net revenue |
|
|
|
|
|
|
||
Diagnostics |
|
$ |
261,098 |
|
|
$ |
193,804 |
|
Data and applications |
|
|
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 |
|
|
62 |
|
|
|
46,180 |
|
Losses from equity method investments |
|
|
(3,086 |
) |
|
|
(1,883 |
) |
Net Loss |
|
$ |
(125,919 |
) |
|
$ |
(68,037 |
) |
Comparison of the Three Months Ended March 31, 2026 and 2025
Revenue
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Diagnostics |
|
$ |
261,098 |
|
|
$ |
193,804 |
|
|
$ |
67,294 |
|
|
|
35 |
% |
Data and applications |
|
|
87,018 |
|
|
|
61,933 |
|
|
|
25,085 |
|
|
|
41 |
% |
Total Net Revenue |
|
$ |
348,116 |
|
|
$ |
255,737 |
|
|
$ |
92,379 |
|
|
|
36 |
% |
The increase in revenue for the three months ended March 31, 2026, compared to the same period in 2025, was due to increased volume of clinical oncology and hereditary tests performed in Diagnostics and increased data deliveries in our Data and applications product line. Beginning in 2026, xG (hereditary testing sold to oncologists) volumes and associated revenues are reported within Hereditary, which was applied to 2025 volumes and associated revenues. For comparative purposes, xG volumes were 10,500, 10,500 and 11,000 for three months ended June 30, 2025, September 30, 2025 and December 31, 2025, respectively.
Diagnostics
The increase in Diagnostics revenue for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry in February 2025. Volume of tests increased from approximately 153,000 tests for the three months ended March 31, 2025 to approximately 218,000 tests for the three months ended March 31, 2026, of which 132,500 tests related to Hereditary testing.
Oncology tests increased from approximately 67,000 tests for the three months ended March 31, 2025 to approximately 85,500 tests for the three months ended March 31, 2026. Oncology revenue increased $34.0 million, primarily due to the increase in the volume of clinical oncology tests performed.
Hereditary tests increased from approximately 86,000 tests for the three months ended March 31, 2025 to approximately 132,500 tests for the three months ended March 31, 2026 due to the acquisition of Ambry in February 2025. The increase is primarily due to the inclusion of Ambry for the full quarter and resulted in an increase of $33.3 million.
38
Data and applications
The increase in Data and applications revenue for the three months ended March 31, 2026, compared to the same period in 2025, was driven primarily by an increase of $21.8 million and $3.0 million from increased demand for our Insights and Next products, respectively. Across all Data and applications products, the increase in revenue in the three months ended March 31, 2026 is primarily attributable to continued growth from within our existing customer base, specifically the Pathos Foundation Model agreement, as well as adoption of our services by new customers that did not purchase services in the three months ended March 31, 2025.
Cost and Operating Expenses
Cost of Revenues
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Cost of revenues, diagnostics |
|
$ |
100,960 |
|
|
$ |
84,783 |
|
|
$ |
16,177 |
|
|
|
19 |
% |
Cost of revenues, data and applications |
|
|
25,115 |
|
|
|
15,751 |
|
|
|
9,364 |
|
|
|
59 |
% |
Total |
|
$ |
126,075 |
|
|
$ |
100,534 |
|
|
$ |
25,541 |
|
|
|
25 |
% |
The increase in Cost of revenues for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to increases of $8.1 million in personnel-related costs, of which $4.5 million is due to the Ambry Acquisition that occurred in February 2025, $5.9 million in cloud costs, $5.7 million in material and service costs, of which $6.6 million is due to the Ambry Acquisition that occurred in February 2025, $2.0 million of stock-based compensation expenses, and $1.1 million in royalty fees.
Cost of Revenues, Diagnostics
The increase in Cost of revenues, Diagnostics for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to increases of $8.0 million in personnel-related costs, of which $4.5 million is due to the Ambry Acquisition that occurred in February 2025, $5.7 million in material and service costs, of which $6.6 million is due to the Ambry Acquisition that occurred in February 2025, and $1.1 million of stock-based compensation expense.
Cost of Revenues, Data and applications
The increase in Cost of revenues, Data and applications for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase of $5.9 million in cloud costs, $1.1 million in royalty fees, and $0.9 million in stock-based compensation.
Technology Research and Development
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Technology research and development |
|
$ |
45,921 |
|
|
$ |
33,391 |
|
|
$ |
12,530 |
|
|
|
38 |
% |
The increase in Technology research and development expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase of $6.2 million of stock-based compensation expenses and increase of $5.5 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $2.6 million is due to the Ambry Acquisition that occurred in February 2025.
Research and Development
39
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Research and development |
|
$ |
48,237 |
|
|
$ |
35,874 |
|
|
$ |
12,363 |
|
|
|
34 |
% |
The increase in Research and development expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase of $6.6 million in personnel-related costs for employees in our research and development group, of which $4.3 million is due to the Ambry Acquisition that occurred in February 2025, $2.6 million of stock-based compensation expense, and $1.6 million of cloud costs, of which $0.9 million is due to the Ambry Acquisition that occurred in February 2025.
Selling, General and Administrative
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Selling, general and administrative |
|
$ |
212,594 |
|
|
$ |
154,627 |
|
|
$ |
57,967 |
|
|
|
37 |
% |
The increase in Selling, general and administrative expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase of $18.9 million of stock-based compensation expenses, $18.0 million in personnel-related costs, of which $10.3 million is due to the Ambry Acquisition that occurred in February 2025, $5.7 million in amortization of intangibles acquired from the Ambry Acquisition, $7.0 million in software and tools costs, of which $1.6 million is due to the Ambry Acquisition that occurred in February 2025, $5.2 million in cloud storage costs, $2.2 million due to the inclusion of other Ambry costs for the full quarter, and $2.1 million in legal costs. The increase is offset by a decrease in $3.5 million in acquisition costs and $3.0 million in taxes related to the settlement of RSUs.
Interest Income
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Interest income |
|
$ |
3,866 |
|
|
$ |
1,813 |
|
|
$ |
2,053 |
|
|
|
113 |
% |
The increase in Interest income for the three months ended March 31, 2026, compared to the same period in 2025, increased primarily due to higher cash on hand as of March 31, 2026 compared to March 31, 2025.
Interest Expense
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Interest expense |
|
$ |
(14,341 |
) |
|
$ |
(18,003 |
) |
|
$ |
3,662 |
|
|
|
-20 |
% |
40
The decrease in Interest expense for the three months ended March 31, 2026, compared to the same period in 2025, is due to a decrease of $6.2 million as a result of the prepayment of the Term Loan Facility in July 2025, leaving only the Additional Term Loan Facility and Revolving Credit Facility outstanding after the prepayment. The decrease is offset by additional interest expense from the Notes, which resulted in an increase of $2.5 million.
Other Expense, net
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Other expense, net |
|
$ |
(27,709 |
) |
|
$ |
(27,455 |
) |
|
$ |
(254 |
) |
|
|
1 |
% |
The change in Other expense, net for the three months ended March 31, 2026, compared to the same period in 2025, was not material.
Benefit from Income Taxes
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Benefit from income taxes |
|
$ |
62 |
|
|
$ |
46,180 |
|
|
$ |
(46,118 |
) |
|
|
-100 |
% |
The change in provision for income tax benefit for the three months ended March 31, 2026, compared to the same period in 2025, was due to a $46.2 million discrete tax benefit recorded in the prior period from the release of a portion of the valuation allowance attributable to net deferred tax liabilities related to the acquisition of Ambry which offset certain of our net deferred tax assets.
Losses from Equity Method Investments
|
|
Three Months Ended March 31, |
|
|
|
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||
Losses from equity method investments |
|
$ |
(3,086 |
) |
|
$ |
(1,883 |
) |
|
$ |
(1,203 |
) |
|
|
64 |
% |
The increase in losses from equity method investments for the three months ended March 31, 2026, compared to the same period in 2025, was due to the losses from SB Tempus.
Non-GAAP Financial Measure
To supplement our condensed consolidated financial statements prepared and presented in accordance with accounting principles generally accepted in the United States of America, or GAAP, we use adjusted EBITDA to facilitate analysis of our financial and business trends and for internal planning and forecasting purposes.
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We define adjusted EBITDA as net income (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) stock-based compensation expense, (viii) employer payroll tax related to stock-based compensation expense, (ix) acquisition-related expenses, and (x) amortization of deferred other income from our IP License Agreement with SB Tempus. We use adjusted EBITDA in conjunction with net income or loss, its corresponding GAAP measure, as a performance measure to assess our operating performance and operating leverage in our business. The above items are excluded from our adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, or they are not driven by core results of operations, thereby rendering comparisons with prior periods and competitors less meaningful. We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as
41
provides a useful measure for period-to-period comparisons of our business performance. Moreover, adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
Adjusted EBITDA has limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for, or superior to, the related financial information prepared in accordance with GAAP. Some of these limitations are that adjusted EBITDA:
Because of these limitations, we consider, and you should consider, adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results. A reconciliation of our adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP, is provided below. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to their most directly comparable GAAP financial measure.
The following table summarizes our adjusted EBITDA, along with net loss, the most directly comparable GAAP measure, for each period presented below:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(unaudited) |
|
|||||
|
|
(in thousands) |
|
|||||
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) |
|
|
(4 |
) |
|
|
3,529 |
|
Amortization of technology license |
|
|
(3,989 |
) |
|
|
(3,989 |
) |
Adjusted EBITDA |
|
$ |
(2,833 |
) |
|
$ |
(16,174 |
) |
Liquidity and Capital Resources
We have incurred significant losses and negative cash flows from operations since our inception, and as of March 31, 2026, we had an accumulated deficit of $2.5 billion.
We expect to incur additional operating losses in the near future and our operating expenses will increase as we continue to invest and develop new offerings, expand our sales organization, and increase our marketing efforts to drive market adoption of our tests. As demand for our tests continues to increase from physicians and biopharmaceutical companies, we anticipate that our capital expenditure requirements could also increase if we require additional laboratory capacity.
42
We have funded our operations to date principally from the sale of stock, convertible debt, term debt, the Revolving Credit Facility, and sales of our products. As of March 31, 2026, we had cash, cash equivalents and restricted cash of $525.9 million.
Based on our current business plan, we believe our current cash and cash equivalents, marketable equity securities and anticipated cash flows from operations, will be sufficient to meet our anticipated cash requirements for more than twelve months from the date of this Quarterly Report on Form 10-Q. We may raise additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons. As we grow our revenue, our accounts receivable and inventory balances will increase. Any increase in accounts receivable and inventory may not be completely offset by increases in accounts payable and accrued expenses, which could result in greater working capital requirements.
If our available cash and cash equivalents and anticipated cash flows from operations are insufficient to satisfy our liquidity requirements because of lower demand for our products as a result of lower than currently expected rates of reimbursement from our customers or other risks described elsewhere in this Quarterly Report on Form 10-Q and in our Form 10-K for the year ended December 31, 2025, we may seek to sell additional common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing. The sale of equity and convertible debt securities, or exercise of warrants may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our platform technologies or products or grant licenses on terms that are not favorable to us. Additional capital may not be available to us on reasonable terms, or at all. The failure to obtain any required future financing may require us to reduce or eliminate certain existing operations.
Convertible Senior Notes
On July 3, 2025, we completed the Offering of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030, or the Notes. Our net proceeds from the Offering were $725.7 million, after deducting the initial purchasers' discount and commissions and offering expenses payable by us.
The Notes are general unsecured obligations of ours and will mature on July 15, 2030. Interest on the Notes will accrue at a rate of 0.75% per year from July 3, 2025 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The Notes are convertible at the option of the holders prior to April 15, 2030, upon satisfaction of one or more of the following conditions:
On or after April 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, we will pay or deliver cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.
The conversion rate for the Notes is 11.8778 shares of Class A common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $84.19 per share of Class A common stock. The conversion rate is subject to adjustment under certain circumstances.
On or after July 20, 2028, we may redeem for cash all or any portion of the Notes if the last reported sale price of our Class A common stock has been at least 130% of the conversion price for the Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal
43
amount of the Notes to be redeemed, plus accrued and unpaid interest. If we redeem less than all the outstanding Notes, at least $100.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption. No sinking fund is provided for the Notes.
If we undergo a fundamental change (as defined in the indenture governing the Notes), then, subject to certain conditions and exceptions, noteholders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date.
In connection with the pricing of the Notes on June 30, 2025, and in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes on July 1, 2025, we entered into capped call transactions, or the Capped Call, effective as of July 3, 2025, with one of the initial purchasers and certain other financial institutions. The Capped Call is expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap based on a cap price initially equal to $111.1950 per share, which is subject to certain adjustments under the terms of the Capped Call. The Capped Calls have an initial strike price of approximately $84.19 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls cover, subject to anti-dilution adjustments, approximately 8,908,350 shares of our Class A common stock.
Additionally, we paid approximately $41.8 million cost of the Capped Call from the proceeds of the Offering. We expect to use the remaining net proceeds from the Offering for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and repayment of additional indebtedness.
Credit Facilities
On September 22, 2022, we entered into a Credit Agreement, or the Original Credit Agreement, with Ares Capital Corporation, or Ares, for a senior secured loan, or the Term Loan Facility that matures in September 2027, in an original principal amount of $175.0 million, less original issue discount of $4.4 million and deferred financing fees of $2.6 million. The Original Credit Agreement was amended on April 25, 2023 and October 11, 2023, to, among other things, increase the original principal amount of the Term Loan Facility by $85.0 million in the aggregate, less original issue discount of $2.2 million in the aggregate.
On February 3, 2025, we entered into a Third Amendment Agreement, or the Third Amendment Agreement which, among other things, provided for an additional $200.0 million tranche of senior secured term loans, or the Additional Term Loan Facility, and together with the Term Loan Facility, the Term Loans, and $100.0 million in priority revolving loan commitments, or the Revolving Credit Facility, and loans thereunder, the Revolving Loans. We received $194.0 million under the Additional Term Loan Facility, which is the aggregate principal amount of $200.0 million, less original issue discount of $4.0 million and $2.0 million in legal fees paid to third parties, and $97.1 million in revolving loans under the Revolving Credit Facility, which is the aggregate amount of $100.0 million, less original issue discount of $2.0 million and $0.9 million in legal fees paid to third parties, the proceeds of which were used to fund the cash consideration for the Ambry Acquisition and to pay related fees. The Third Amendment Agreement was accounted for as a debt modification. The Additional Term Loan Facility and the Revolving Credit Facility mature on February 3, 2030.
On June 30, 2025, in conjunction with the Offering, we entered into a Fourth Amendment to the Credit Agreement, or the Fourth Amendment Agreement. The Fourth Amendment Agreement amended the terms of the Credit Agreement to (i) permit the Offering and the related derivative transactions and (ii) provide that the Offering satisfies the junior capital raise requirement set forth in the Credit Agreement. Except as noted above, the material terms of the Credit Agreement were not amended. The Fourth Amendment Agreement was accounted for as a debt modification.
The Term Loans and Revolving Credit Facility, or together with the Term Loan Facilities, the Credit Facilities, are subject to quarterly interest payments for Base Rate loans and at the end of the applicable interest rate period for Term Secured Overnight Financing Rate, or SOFR, loans.
The Term Loans are subject to quarterly interest payments, which bears interest based on Term SOFR. Additionally, we may make either a paid-in-kind, or PIK, election or a Cash election. Pursuant to the Original Credit Agreement, as amended by the Fourth Amendment Agreement, or the Credit Agreement, interest on the Term Loans accrues at a per annum rate as follows: (i) for any interest period for which we elect to pay interest in cash, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin ranging from 6.75% to 7.75%, respectively, and (ii) for any interest period for which we elect to pay interest in kind, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin of 5%, respectively, and the PIK interest rate will be
44
3.25%. The applicable margin for any interest period for which we elect to pay interest in cash will be based on a consolidated first lien leverage ratio.
Interest on the Revolving Loans accrues interest at a per annum rate equal to Term SOFR plus 3.75%. At all times prior to the termination of the Revolving Credit Facility, to the extent that, on any date, the outstanding aggregate principal amount of Revolving Credit Facility is less than the greater of (x) 50.0% of the revolving commitments and (y) $50.0 million, the amount of interest payable on the Revolving Loans shall be equal to the amount of interest that would be payable had the outstanding principal amount of Revolving Loans equaled the greater of (x) 50.0% of the revolving commitments and (y) $50.0 million, or the Minimum Revolving Interest Amount. A commitment fee will accrue on the unused amount of the Revolving Credit Facility at a per annum rate of 0.50%; provided, however, that no such fee shall accrue to the extent we are being charged the Minimum Revolving Interest Amount.
In addition, the Credit Agreement contains customary representations and warranties, financial and other covenants, and events of default, including but not limited to, limitations on earnout, milestone, or deferred purchase obligations, dividends on preferred stock and stock repurchases, cash investments, and acquisitions. We are required to maintain a minimum liquidity of at least $25 million and maintain specified amounts of consolidated revenues for the trailing twelve month period ending on the last day of each fiscal quarter. Minimum consolidated revenues shall equal $1.1 billion for the fiscal quarters ending March 31, 2026 through December 31, 2026. The Credit Agreement also contains a maximum first lien leverage from and after the fiscal quarter ending March 31, 2027. We are in compliance with all covenants in the Credit Agreement as of March 31, 2026.
In July 2025, we repaid in full the principal amount of the Term Loan Facility for $276.9 million, leaving only the Additional Term Loan Facility and Revolving Credit Facility as outstanding.
Convertible Promissory Note
On February 22, 2025, we amended our convertible promissory note, or the Second Amended Note, with Google LLC, or Google, originally entered into on June 22, 2020, or the Initial Note, and subsequently amended on November 19, 2020, or the Amended Note. The amendment extended the maturity date of the Second Amended Note from March 22, 2026 to December 31, 2030. In addition, the amendment provides us the option upon maturity to repay up to 50% of the outstanding principal and accrued interest balance, or the Outstanding Amount, in shares of our Class A common stock equal to the quotient obtained by dividing (1) the Outstanding Amount on the maturity date, by (2) the average of the last trading price on each trading day during the twenty day period ending immediately prior to the maturity date.
The principal balance of the Second Amended Note was reset to $238.8 million, which is the total of the then-outstanding principal and accrued interest. Consistent with the terms of the Amended Note, the Second Amended Note bears interest at a rate of 6.0% per annum, compounded annually. The principal amount is automatically reduced each year based on a formula taking into account the aggregate value of the Google Cloud Platform services used by us. We account for the principal reductions as an offset to its cloud and compute spend within selling, general and administrative in its condensed consolidated statements of operations and comprehensive loss. The Outstanding Amount under the Second Amended Note is due and payable on the earlier of (1) December 31, 2030, which is the maturity date of the Amended Note, (2) upon the occurrence and during the continuance of an event of default, and (3) upon the occurrence of an acceleration event, which includes any termination by us of the Google Cloud Platform agreement. We generally may not prepay the Outstanding Amount, except that we may, at our option, prepay the Outstanding Amount in an amount such that the principal amount remaining outstanding after such repayment is $150.0 million.
At the Market Sales Agreement
On August 8, 2025, we entered into a Controlled Equity OfferingSM Sales Agreement, or the Sales Agreement, with Morgan Stanley & Co., LLC, Cantor Fitzgerald & Co., TD Securities (USA), LLC and Allen & Company LLC, as sales agents, or collectively, the Sales Agents, pursuant to which we may offer and sell from time to time, at our option, shares of Class A common stock through the Sales Agents, or the ATM. The issuance and sale, if any, of shares of Class A Common Stock under the Sales Agreement will be made pursuant to an automatically effective registration statement on Form S-3 and the related prospectus included therein, or the ATM Prospectus, which was filed with the SEC on August 8, 2025. In accordance with the terms of the Sales Agreement, under the ATM Prospectus, we may offer and sell shares of Class A common stock having an aggregate offering price of up to $500.0 million from time to time through the Sales Agents.
We did not sell any shares under the ATM during the three months ended March 31, 2026. In connection with the entry of the Sales Agreement and filing of the ATM Prospectus, we incurred $1.0 million of deferred offering costs to date, of which $0.8 million was reclassified as a reduction of paid-in-capital upon completion of the sales that occurred in 2025. The remaining deferred offering costs, which were incurred in anticipation of future ATM sales, are recorded in Prepaid and other assets on the consolidated balance sheet. As of March 31, 2026, approximately $300.0 million remained available for sale pursuant to the Sales Agreement and ATM Prospectus.
45
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
|
Three Months Ended March 31, |
|
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2026 |
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2025 |
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(unaudited) |
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(in thousands) |
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Net cash used in operating activities |
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$ |
(73,277 |
) |
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$ |
(105,624 |
) |
Net cash used in investing activities |
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$ |
(10,067 |
) |
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$ |
(375,818 |
) |
Net cash (used in) provided by financing activities |
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$ |
(271 |
) |
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$ |
293,042 |
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Operating Activities
Cash used in operating activities during the three months ended March 31, 2026 was $73.3 million, which resulted from a net loss of $125.9 million and a net change in our operating assets and liabilities of $68.4 million, offset by non-cash charges of $121.1 million. Non-cash charges primarily consisted of $52.7 million of stock-based compensation, $32.3 million of loss on marketable equity securities, $26.2 million of depreciation and amortization, $3.5 million of non-cash operating lease costs, $3.1 million of losses from equity method investments, and $1.7 million of PIK interest added to principal. The net change in our operating assets and liabilities was primarily the result of a decrease of $50.6 million in accounts payable and due to timing of payments, a decrease of $19.3 million of deferred revenue.
Cash used in operating activities during the three months ended March 31, 2025 was $105.7 million, which resulted from a net loss of $68.0 million and a net change in our operating assets and liabilities of $75.1 million, offset by non-cash charges of $37.5 million. Non-cash charges primarily consisted of $31.8 million of loss on marketable equity securities, $23.0 million of stock-based compensation, and $20.4 million of depreciation and amortization, offset by deferred income taxes of $46.2 million. The net change in our operating assets and liabilities was primarily the result of a $45.2 million increase in accounts receivable due to increased sales and timing of customer payments, a $27.6 million decrease in accrued expenses and other, primarily due to decreased payroll taxes from RSU settlements, a $12.4 million decrease in deferred revenue, offset by an increase in accounts payable of $23.6 million due to timing of payments.
Investing Activities
Cash used in investing activities during the three months ended March 31, 2026 was $10.1 million, which was the result of purchases of property and equipment of $8.2 million and purchases of capitalized software of $1.9 million.
Cash used in investing activities during the three months ended March 31, 2025 was $375.8 million, which was the result of $380.8 million cash paid related to the Ambry and Deep 6 acquisitions, purchases of property and equipment of $2.1 million, and $1.3 million of purchases of capitalized software from the Ambry Acquisition, offset by proceeds from the sale of marketable equity securities of $8.3 million.
Financing Activities
Cash used in financing activities during the three months ended March 31, 2026 was $0.3 million, which was primarily due to payment of deferred financing fees of $0.2 million.
Cash provided by financing activities during the three months ended March 31, 2025 was $293.0 million, which was the result of net proceeds from the Additional Term Loan Facility of $196.0 million, and net proceeds from the Revolving Credit Facility of $98.0 million, offset by $1.0 million of payment of deferred financing fees.
Off-Balance Sheet Arrangements
We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
We have prepared our condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States, or GAAP. Our preparation of these condensed consolidated financial statements requires us to make estimates,
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assumptions and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures at the date of the condensed consolidated financial statements, as well as revenue and expenses recorded during the reporting periods. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could therefore differ materially from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2026 as described in the Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See the section titled “Summary of Significant Accounting Policies” in Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.
Interest Rate Risk
We are exposed to market risk for changes in interest rates related primarily to our cash, cash equivalents and restricted cash, and our indebtedness. As of March 31, 2026, we had cash, cash equivalents and restricted cash of $525.9 million held primarily in cash deposits and money market funds. As of March 31, 2026, we had $307.7 million outstanding under our Term Loan Facilities and Revolving Credit Facility, which are subject to quarterly interest payments. A hypothetical 100 basis point increase or decrease in interest rates under our Term Loan Facilities and Revolving Credit Facility would not be material to our financial condition or results of operations.
Foreign Currency Risk
The majority of our revenue is generated in the United States. Through March 31, 2026, we have generated an insignificant amount of revenues denominated in foreign currencies. As we expand our presence in the international market, our results of operations and cash flows are expected to increasingly be subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to these related changes. As of March 31, 2026 the effect of a hypothetical 10% change in foreign currency exchange rates would not be material to our financial condition or results of operations. To date, we have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.
Inflation Risk
We are also exposed to inflation risk and inflationary factors, such as increases in raw material and overhead costs, which could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of revenue.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2026.
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Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Part II – Other Information
Item 1. Legal Proceedings
From time to time, we may be involved in various legal proceedings, including commercial claims from customers and vendors, potential lawsuits seeking damages and/or injunctive relief, employment disputes, subpoenas, government investigations, regulatory or administrative proceedings, and other types of matters arising from the normal course of business activities. We may also initiate such proceedings against various third parties. Defending against and pursuing such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Except as described below, we believe there are currently no pending legal proceedings to which we or our property are subject that could have a material adverse effect on our financial position, results of operations or cash flows.
On June 11, 2024, Guardant Health Inc., or Guardant, filed a complaint against us in the U.S. District Court for the District of Delaware. The complaint alleges that the Tempus xF, Tempus xF+, Tempus xM Monitor and Tempus xM MRD products use liquid biopsy technology that infringes five Guardant U.S. patents. The complaint seeks injunctive relief, unspecified monetary damages (including enhanced damages), a future mandatory royalty, costs and attorneys fees. On January 17, 2025, Guardant separately sought a Declaratory Judgment against Tempus in the U.S. District Court for the District of Delaware regarding the veracity of certain advertisements Guardant has published regarding the companies’ respective products. On March 14, 2025, Tempus filed multiple counterclaims against Guardant under the Lanham Act and related states statutes alleging, among other things, that Guardant’s advertisements were false and misleading. Tempus filed a separate patent infringement complaint against Guardant in the U.S. District Court for the Southern District of California alleging that certain Guardant products infringe U.S. Patent Nos. 12,112,839, 11,640,859, 10,957,041, and 10,991,097, which was subsequently dismissed with prejudice following transfer to the U.S. District Court for the Northern District of California. On August 12, 2025, Guardant filed a complaint against us in the U.S. District Court for the District of Delaware alleging that Tempus’s xM tests infringe three Guardant U.S. patents. The xM complaint, which has been consolidated with Guardant’s pending patent infringement case in the District of Delaware, seeks injunctive relief, unspecified monetary damages (including enhanced damages), a future mandatory royalty, costs and attorneys fees.
On February 12, 2026, a lawsuit was filed against us in the United States District Court for the Northern District of Illinois. Three companion cases were filed thereafter in the same court. The lawsuits allege violations of the Illinois Genetic Information Privacy Act, other state privacy laws, and certain common law claims, and seek class action status. We believe the lawsuits to be without merit and intend to vigorously defend ourselves.
In other instances, although no formal legal proceeding has been instituted, from time to time, we receive requests from governmental agencies, or third parties working on their behalf, for documents and information related to our products and services. For example, on May 19, 2022, we received a subpoena from the Office of the Ohio Attorney General. The subpoena required production of certain billing and patient records associated with nine Ohio Medicaid patients who received our clinical diagnostic tests between 2019 and 2022. We provided responsive documents in June 2022 and have not received additional inquiry from the Ohio Attorney General’s office since that time.
Similarly, on March 4, 2024, we received a Civil Investigative Demand, or CID, from the U.S. Attorney’s Office for the Eastern District of New York. The CID requested documents and other information related to our compliance with the False Claims Act, the Anti-Kickback statute, and in particular 42 C.F.R. § 414.510(b), which is commonly referred to as the Medicare 14-Day or Date of Service Rule. We provided an initial production on April 4, 2024, and have produced additional responsive documents on a rolling basis since that time.
While we believe we have complied with all applicable legal rules and regulations, no assurance can be given as to the timing or outcome of the government’s investigations, or that they will not result in a material adverse effect on our business. In addition, we have received requests for medical records and billing information from certain Unified Program Integrity Coordinators or other third parties working on the government’s behalf regarding clinical diagnostic services provided by us to patients enrolled in the Medicare and Medicaid programs. We have responded to all such requests for information.
We assess legal contingencies to determine the degree of probability and range of possible loss for potential accrual in our financial statements. When evaluating legal contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of potential liability. Loss contingencies,
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including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.
Item 1A. Risk Factors
Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry as well as risks that affect businesses in general. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should consider carefully the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026. The risks and uncertainties disclosed in such Annual Report could materially adversely affect our business, financial condition, cash flows or results of operations and thus our stock price. During the first quarter of fiscal 2026, there were no material changes to our previously disclosed risk factors.
These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2,“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report. Because of such risk factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Disclosure of Trading Arrangements
During the fiscal quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
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Type of Trading |
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Name and Position |
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Action |
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Date |
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Non-Rule |
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Total Shares of |
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Expiration Date |
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To Be Determined(1) |
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* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
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Item 6. Exhibits
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Incorporated by Reference |
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Exhibit |
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Description of Exhibit |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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2.1 |
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Plan of Conversion. |
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10-Q |
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001-42130 |
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2.1 |
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August 8, 2025 |
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3.1 |
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Articles of Incorporation of the Registrant. |
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10-Q |
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001-42130 |
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3.1 |
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August 8, 2025 |
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3.2
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Amended and Restated Articles of Incorporation of the Registrant. |
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10-Q |
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001-42130 |
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3.2 |
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November 4,2025 |
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3.3 |
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Amended and Restated Bylaws of the Registrant. |
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10-Q |
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001-42130 |
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3.2 |
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August 8, 2025 |
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31.1* |
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2* |
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1*+ |
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS* |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH* |
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Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document. |
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104* |
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Cover Page formatted as inline XBRL and contained in Exhibit 101. |
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* Filed herewith
+ Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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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 thereunto duly authorized.
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TEMPUS AI, INC. |
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Date: May 5, 2026 |
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By: |
/s/ Eric Lefkofsky |
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Eric Lefkofsky |
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Chief Executive Officer, Founder and Chairman |
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(Principal Executive Officer) |
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Date: May 5, 2026 |
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By: |
/s/ James Rogers |
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James Rogers |
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Chief Financial Officer |
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(Principal Financial Officer) |
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