Tempus AI (NASDAQ: TEM) prices $460M 0% 2032 convertible notes and repays debt

Rhea-AI Filing Summary

Tempus AI, Inc. completed a private offering of $460.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032, using an indenture with U.S. Bank Trust Company as trustee. The notes are unsecured, carry no regular interest and mature on May 15, 2032, with special interest only in defined circumstances.

Net proceeds were approximately $441.9 million, of which Tempus repaid $307.7 million of outstanding loans under its senior secured credit facilities and spent about $31.2 million on capped call transactions, with the balance for general corporate purposes. The initial conversion rate is 14.4388 shares per $1,000 principal (conversion price about $69.26, a 40% premium), and a maximum of 9,298,532 shares may be issuable based on a higher maximum conversion rate. Capped call transactions, struck at an initial cap price of $98.94, are intended to reduce dilution or offset cash paid above principal on conversion.

Insights

Capital structure and credit analyst

Tempus refinances secured debt with a large zero-coupon convertible, trading interest cost for equity overhang.

Tempus issued $460.0 million of 0.00% Convertible Senior Notes due 2032, raising net proceeds of about $441.9 million. It used $307.7 million to fully repay senior secured credit facilities and funded capped call structures with roughly $31.2 million.

The notes carry no regular interest, lowering ongoing cash interest expense versus the repaid credit facility, but introduce potential dilution through conversion. The initial conversion price of about $69.26 per share reflects a 40% premium to the May 7, 2026 share price, with a capped call limiting effective dilution up to a $98.94 cap.

Convertible features include early conversion triggers tied to stock price performance and trading levels, issuer redemption rights after May 21, 2029, and fundamental change repurchase rights at 100% of principal plus special interest. Actual equity impact will depend on Tempus’ share price and future conversion behavior by noteholders.

8-K Event Classification

6 items: 1.01, 1.02, 2.03, 3.02, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Convertible notes issued: $460.0 million aggregate principal Net proceeds: $441.9 million Debt repaid: $307.7 million +5 more

8 metrics

Convertible notes issued $460.0 million aggregate principal 0.00% Convertible Senior Notes due 2032

Net proceeds $441.9 million Net proceeds from the offering after fees

Debt repaid $307.7 million Loans under senior secured credit facilities repaid

Capped call cost $31.2 million Cost of capped call transactions funded from proceeds

Initial conversion rate 14.4388 shares per $1,000 Implies ~$69.26 initial conversion price per share

Conversion premium 40% premium Over last reported sale price on May 7, 2026

Max potential shares 9,298,532 shares Based on initial maximum conversion rate of 20.2142

Capped call cap price $98.94 per share 100% premium to May 7, 2026 share price

Key Terms

0.00% Convertible Senior Notes, capped call transactions, fundamental change, qualified institutional buyers, +2 more

6 terms

0.00% Convertible Senior Notes financial

"private offering of $460.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032"

0.00% convertible senior notes are a type of loan that a company issues to investors, which can later be converted into company shares. Because they carry no interest payments, their value mainly depends on the potential for the company's stock price to rise. Investors consider these notes because they offer a chance to benefit from stock growth while providing some priority over other debts if the company faces financial trouble.

capped call transactions financial

"the Company entered into capped call transactions with one of the initial purchasers or its affiliate and other financial institutions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

fundamental change financial

"If the Company undergoes a fundamental change (as defined in the Indenture), then, subject to certain conditions"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

qualified institutional buyers financial

"in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Section 4(a)(2) of the Securities Act regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

special interest financial

"Special interest will accrue on the Notes in the circumstances and at the rates described in the Indenture"

A special interest is a group or organization that seeks to influence government policy, corporate actions, or public opinion to benefit its members or a specific cause. For investors it matters because these groups can drive changes—through lobbying, public campaigns, or shareholder activism—that affect a company’s costs, legal risks, reputation, or market value, much like a local community pushing for a zoning change that alters neighborhood property prices.

Understanding 8-K Material Events →

false 0001717115 0001717115 2026-05-07 2026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

Tempus AI, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-42130		47-4903308
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

600 West Chicago Avenue, Suite 510 Chicago, Illinois		60654
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 976-5448

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		TEM		The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 1.01 Entry into a Material Agreement.

Indenture and Notes

On May 12, 2026, Tempus AI, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $460.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $60.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated May 12, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The Notes are general unsecured obligations of the Company and will mature on May 15, 2032, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. Special interest will accrue on the Notes in the circumstances and at the rates described in the Indenture. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding February 15, 2032, only upon satisfaction of one or more of the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after February 15, 2032, 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, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

The conversion rate for the Notes will initially be 14.4388 shares of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $69.26 per share of Common Stock. The initial conversion price of the Notes represents a premium of approximately 40% to the last reported sale price of the Common Stock on The Nasdaq Global Select Market on May 7, 2026. The conversion rate for the Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of the Notes, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be.

The Company may not redeem the Notes prior to May 21, 2029. The Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, on a redemption date on or after May 21, 2029, if the last reported sale price of the Common Stock has been at least 130% of the conversion price for the Notes then in effect 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 the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $75.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption. No sinking fund is provided for the Notes.

If the Company undergoes a fundamental change (as defined in the Indenture), then, subject to certain conditions and except as set forth in the Indenture, holders may require the Company to repurchase for cash all or any portion of

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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 special interest, if any, to, but excluding, the fundamental change repurchase date.

The Indenture includes customary covenants and sets forth certain events of default. The following events are considered “events of default” under the Indenture:

• default in any payment of special interest on any Note when due and payable and the default continues for a period of 30 days;

• default in the payment of principal of any Note when due and payable at its stated maturity, upon any optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

• failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right and such failure continues for three business days;

• failure by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental change (each as described in the Indenture), in either case when due and such failure continues for two business days, or (ii) notice of a specified corporate transaction (as described in the Indenture) when due and such failure continues for one business day;

• failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;

• failure by the Company to comply with any of the Company’s other agreements in the Notes or the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

• default by the Company or any of its significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $75,000,000 (or its foreign currency equivalent), in the aggregate of the Company and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and

• certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries.

If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid special interest, if any, on, all of the then outstanding Notes shall automatically become due and payable. If an event of default, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, the trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may declare 100% of the principal of, and accrued and unpaid special interest, if any, on all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive special interest on the Notes.

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The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a qualified successor entity (as defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

Capped Call Transactions

On May 7, 2026, in connection with the pricing of the Notes, and on May 8, 2026, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into capped call transactions with one of the initial purchasers or its affiliate and other financial institutions, pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document). The capped call transactions are expected generally to reduce the potential dilution to the 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, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $98.9400 per share (which represents a premium of 100% over the last reported sale price of the Common Stock on The Nasdaq Global Select Market on May 7, 2026), and is subject to certain adjustments under the terms of the capped call transactions.

Proceeds

The Company’s net proceeds from the Offering were approximately $441.9 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company used the net proceeds from the Offering to (i) repay in full $307.7 million of outstanding loans under the Company’s senior secured credit facilities under the Credit Agreement (as defined below), plus accrued and unpaid interest and other fees, and (ii) pay the approximately $31.2 million cost of the capped call transactions described above. The Company expects 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.

Item 1.02 Termination of a Material Definitive Agreement.

On May 12, 2026, the Company used a portion of the net proceeds from the Offering to repay in full all obligations outstanding under that certain Credit Agreement, dated as of September 22, 2022, among the Company, Ares Capital Corporation, as administrative agent for the lenders, ACF Finco I LP, as revolving agent for the lenders and the lenders party thereto (as amended, the “Credit Agreement”). In connection with this repayment, the Credit Agreement, and all guarantee and security documents executed in connection therewith, were terminated.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 3.02 Unregistered Sale of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated May 7, 2026 by and among the Company and the initial purchasers.

The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 9,298,532 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 20.2142 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01 Other Events.

On May 7, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On May 8, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations regarding the use of net proceeds from the Offering. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s plans to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends and conditions, and those risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”) from time to time, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Copies of these documents may be obtained by visiting the SEC’s website at www.sec.gov. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update such forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Indenture, dated as of May 12, 2026, by and between Tempus AI, Inc. and U.S. Bank Trust Company, National Association, as Trustee
4.2		Form of Global Note, representing Tempus AI, Inc.’s 0.00% Convertible Senior Notes due 2032 (included as Exhibit A to the Indenture filed as Exhibit 4.1)
10.1		Form of Confirmation for Capped Call Transactions
99.1		Press release entitled “Tempus AI, Inc. Announces Proposed Convertible Senior Notes Offering to Optimize Capital Structure and Reduce Interest Expense,” dated May 7, 2026
99.2		Press release entitled “Tempus Announces Pricing of Upsized Offering of $400.0 Million of Convertible Senior Notes,” dated May 8, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

				Tempus AI, Inc.
Dated: May 12, 2026
				By:		/s/ James Rogers
						James Rogers
						Chief Financial Officer

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Exhibit 99.1

Tempus AI, Inc. Announces Proposed Convertible Senior Notes Offering to

Optimize Capital Structure and Reduce Interest Expense

- Proceeds expected to be used to repay in full outstanding loans under the senior secured credit facilities, reducing interest expense and enhancing financial flexibility. Additional proceeds expected to be used to pay for capped call transactions to reduce potential dilution and for general corporate purposes.

CHICAGO—(BUSINESS WIRE)-May 7, 2026— Tempus AI, Inc. (“Tempus”) (NASDAQ: TEM), a technology company leading the adoption of AI to advance precision medicine and patient care, today announced its intent to offer, subject to market conditions and other factors, $350.0 million aggregate principal amount of Convertible Senior Notes due in 2032 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Tempus also intends to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $52.5 million aggregate principal amount of Notes.

The Notes will be general unsecured obligations of Tempus, will accrue interest payable semiannually in arrears and will mature on May 15, 2032, unless earlier converted, redeemed or repurchased. Upon conversion, Tempus will pay or deliver, as the case may be, cash, shares of Tempus’ Class A common stock, par value $0.0001 per share (the “Class A common stock”), or a combination of cash and shares of Class A common stock, at its election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering.

Tempus expects to use the net proceeds from the Offering to repay in full $307.7 million of outstanding loans under its senior secured credit facilities, plus accrued and unpaid interest and other fees, to pay the cost of the capped call transactions described below and 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. If the initial purchasers exercise their option to purchase additional Notes, Tempus expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions and for the general corporate purposes described above.

In connection with the pricing of the Notes, Tempus expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “Option Counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of Notes and/or offset any cash payments Tempus is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with establishing their initial hedges of the capped call transactions, Tempus expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the Class A common stock and/or purchase shares of Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Class A common stock or the Notes at that time.

In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Class A common stock and/or purchasing or selling Class A common stock or other securities of Tempus in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21^st scheduled trading day prior to the maturity date of the Notes, or, to the extent Tempus exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A common stock or the Notes which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.

The Notes and any shares of Class A common stock issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Tempus

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

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the proposed Offering, including statements concerning the proposed terms of the Notes and the capped call transactions, the anticipated completion, timing and size of the proposed Offering of the Notes and the capped call transactions, the anticipated use of proceeds from the Offering, the impact of the Offering on Tempus’ future interest expense and financial flexibility, and the potential impact of the foregoing or related transactions on dilution to holders of the Class A common stock and the market price of the Class A common stock or the Notes or the conversion price of the Notes. These forward-looking statements are based on Tempus’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Tempus’ actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking

statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in Tempus’ filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, as well as other filings Tempus may make with the SEC in the future. Tempus undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

View source version on businesswire.com:

https://www.businesswire.com/news/home/20260506244818/en/

Tempus Communications

Hanah Heintzelman

media@tempus.com

Tempus Investor Relations

Elizabeth Krutoholow

Elizabeth.krutoholow@tempus.com

Source: Tempus AI, Inc.

Exhibit 99.2

Tempus Announces Pricing of Upsized Offering of $400.0 Million of Convertible

Senior Notes

CHICAGO—(BUSINESS WIRE)-May 8, 2026— Tempus AI, Inc. (“Tempus”) (NASDAQ: TEM), a technology company leading the adoption of AI to advance precision medicine and patient care, today announced the pricing of $400.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Offering was increased from the previously announced offering size of $350.0 million.

Tempus also granted the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $60.0 million aggregate principal amount of Notes. The sale of the Notes to the initial purchasers is expected to close on May 12, 2026, subject to customary closing conditions.

The Notes will be general unsecured obligations of Tempus and will not bear regular interest and the principal amount of the notes will not accrete. The Notes will mature on May 15, 2032, unless earlier converted, redeemed or repurchased.

Tempus estimates that the net proceeds from the Offering will be approximately $384.1 million (or approximately $441.9 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting the initial purchasers’ discounts and commissions and estimated Offering expenses payable by Tempus.

Tempus expects to use the net proceeds from the Offering to repay in full $307.7 million of outstanding loans under its senior secured credit facilities, plus accrued and unpaid interest and other fees, to pay the approximately $27.2 million cost of the capped call transactions described below, and 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. If the initial purchasers exercise their option to purchase additional Notes, Tempus expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions and for the general corporate purposes described above.

Noteholders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2032 only if one or more specific conditions are met. On or after February 15, 2032 until the close of business on the second scheduled trading day immediately preceding the maturity date, the Notes will be convertible in integral multiples of $1,000 principal amount at the option of the noteholders at any time regardless of these conditions. Upon conversion, Tempus will pay or deliver, as the case may be, cash, shares of Tempus’ Class A common stock, par value $0.0001 per share (the “Class A common stock”) or a combination of cash and shares of Class A common stock, at its election.

The conversion rate will initially be 14.4388 shares of Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $69.26 per share of Class A common stock, which represents a conversion premium of approximately 40% to the last reported sale price of the Class A common stock on the Nasdaq Global Select Market on May 7, 2026). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest, if any. In addition, following certain corporate events

that occur prior to the maturity date of the Notes or if Tempus delivers a notice of redemption, Tempus will, in certain circumstances, increase the conversion rate of the Notes for a noteholder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period, as the case may be.

Tempus may not redeem the Notes prior to May 21, 2029. Tempus may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described below), at its option, on a redemption date on or after May 21, 2029 if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect 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 Tempus provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. If Tempus redeems fewer than all of the outstanding Notes, at least $75 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption.

If Tempus undergoes a “fundamental change” (as defined in the indenture that will govern the Notes), then, subject to certain conditions and limited exceptions, noteholders may require Tempus to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

In connection with the pricing of the Notes, Tempus entered into privately negotiated capped call transactions with one of the initial purchasers or its affiliate and other financial institutions (the “Option Counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to the Class A common stock upon any conversion of Notes and/or offset any cash payments Tempus is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

The cap price of the capped call transactions relating to the Notes will initially be $98.94, which represents a premium of 100% over the last reported sale price of the Class A common stock on the Nasdaq Global Select Market on May 7, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, Tempus expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the Class A common stock and/or purchase shares of Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Class A common stock or the Notes at that time.

In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Class A common stock and/or purchasing or selling Class A common stock or other securities of Tempus in secondary market transactions following the pricing of the Notes and prior to the maturity of the

Notes (and are likely to do so during the 20 trading day period beginning on the 21^st scheduled trading day prior to the maturity date of the Notes, or, to the extent Tempus exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of the Class A common stock or the Notes which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes.

The Notes and any shares of Class A common stock issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Tempus

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

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the proposed Offering, including statements concerning the proposed terms of the Notes and the capped call transactions, the anticipated completion, timing and size of the proposed Offering of the Notes and the capped call transactions, the anticipated use of proceeds from the Offering, and the potential impact of the foregoing or related transactions on dilution to holders of the Class A common stock and the market price of the Class A common stock or the Notes or the conversion price of the Notes. These forward-looking statements are based on Tempus’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Tempus’ actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in Tempus’ filings with the Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026, as well as other filings Tempus may make with the SEC in the future. Tempus undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

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on businesswire.com: https://www.businesswire.com/news/home/20260507350635/en/

Tempus Communications

Hanah Heintzelman

media@tempus.com

Tempus Investor Relations

Elizabeth Krutoholow

Elizabeth.krutoholow@tempus.com

Source: Tempus AI, Inc.

FAQ

What did Tempus AI (TEM) announce in this 8-K filing?

Tempus AI completed a private offering of $460.0 million 0.00% Convertible Senior Notes due 2032. The unsecured notes mature in May 2032 and can be settled in cash, stock, or both, giving the company long-dated, low-cash-cost financing with potential equity conversion.

How will Tempus AI use the $441.9 million net proceeds from the notes?

Tempus AI received approximately $441.9 million in net proceeds from the offering. It repaid $307.7 million of senior secured credit facilities, spent about $31.2 million on capped call transactions, and plans to use the remaining funds for general corporate purposes, including possible acquisitions and investments.

What are the key terms of Tempus AI’s 0.00% Convertible Senior Notes due 2032?

The notes bear no regular interest, are general unsecured obligations, and mature on May 15, 2032. They are initially convertible at 14.4388 shares per $1,000 principal, implying a $69.26 conversion price, with conversion possible under defined stock-price and trading conditions or near maturity.

How much potential dilution could Tempus AI’s convertible notes create?

Initially, a maximum of 9,298,532 shares of Class A common stock may be issued upon conversion. This is based on an initial maximum conversion rate of 20.2142 shares per $1,000 principal, subject to anti-dilution adjustments, though capped call transactions are designed to mitigate dilution up to a capped share price.

What is the purpose of Tempus AI’s capped call transactions related to the notes?

Tempus AI entered into capped call transactions with financial institutions at an initial cap price of $98.94 per share. These are intended to reduce potential dilution upon conversion and/or offset cash payments above principal, within the cap, aligning equity impact with the company’s share price performance.

Under what conditions can Tempus AI redeem the convertible notes before maturity?

Tempus AI may not redeem the notes before May 21, 2029. On or after that date, it can redeem all or part of the notes for cash if the stock trades at least 130% of the then-current conversion price for 20 days in a 30-day period, subject to a $75 million minimum remaining principal.

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