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Tempus AI 8-K Filings

TEM NASDAQ

Every 8-K that Tempus AI (TEM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow TEM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TEM filings page.

Rhea-AI Summary

Tempus AI reported second quarter 2026 results with revenue of $382.5 million, up 22% year-over-year for the quarter ended June 30, 2026. Diagnostics generated $289.3 million of revenue (20% growth) and Data and Applications produced $93.2 million (28% growth), driving gross profit to $246.5 million, a 26% increase. Management described the quarter as exceptional, citing strong Oncology Diagnostics and Data Licensing performance.

The company recorded net income of $5.6 million, compared with a net loss of $(42.8 million) in Q2 2025, and Adjusted EBITDA of $8.0 million versus $(5.6 million) a year earlier. Cash and marketable securities totaled $820.7 million as of June 30, 2026, and Tempus completed a $460 million 0.0% convertible senior notes offering due 2032. Tempus agreed to acquire Personalis for $16.25 per share (~$1.5 billion enterprise value) and raised full-year 2026 revenue guidance to $1.595–$1.605 billion, expecting full-year Adjusted EBITDA of about $65 million, excluding any impact from the Personalis transaction.

Rhea-AI Summary

Tempus AI, Inc. agreed to acquire Personalis, Inc. through a two-step merger structure. Merger Sub I will merge into Personalis, which will then merge into Merger Sub II, leaving Merger Sub II as a wholly owned subsidiary of Tempus. Personalis stockholders’ shares will be converted into the right to receive Tempus Class A common stock, with an exchange ratio based on the volume-weighted average price of Tempus Class A common stock over fifteen consecutive trading days before closing, or on per-share consideration in a specified Tempus transaction. The parties intend the deal to qualify as a tax reorganization under Section 368(a).

Closing is subject to Personalis stockholder approval, Nasdaq listing of the Tempus shares issued in the merger, effectiveness of a Form S-4 registration statement, HSR and other antitrust clearances, tax opinions, accuracy of representations, covenant compliance, and absence of specified material adverse effects. Personalis is bound by a no-shop covenant but may consider a Superior Proposal subject to notice, matching rights and, in certain cases, payment of a termination fee. Personalis may terminate if the Tempus Stock Price is below a $46.00 lower floor price during a short window before closing. If the Merger Agreement is terminated in certain circumstances, Personalis must pay Tempus a $76.8 million termination fee, and Tempus must pay Personalis a $76.8 million reverse termination fee if regulatory-related conditions fail primarily due to Tempus’ breaches and closing has not occurred by an initial outside date of April 20, 2027, subject to possible extensions.

Rhea-AI Summary

Tempus AI agreed to acquire Personalis through a two-step merger structure that will leave Personalis as an indirect, wholly owned Tempus subsidiary. The deal provides $16.25 per share of Personalis common stock, implying $1.5 billion enterprise value net of Tempus’ existing ownership.

Consideration is structured as 100% Tempus stock, while giving Tempus the option to pay up to 50% of the consideration in cash. Personalis shareholders will receive a floating exchange ratio of Tempus shares per Personalis share, capped at 0.3356. The boards of both companies approved the transaction, which is targeted to close in late 2026 or early 2027, subject to Personalis shareholder approval, regulatory clearances and other customary closing conditions, including a termination right if Tempus Class A stock trades below $46.00.

The announcement highlights Personalis’ minimal residual disease business in a cited $20 billion market opportunity and preliminary Q2 revenue of $22.4 million, with 10,384 clinical tests delivered and a 33% quarter-over-quarter increase in test volumes.

Rhea-AI Summary

Tempus AI, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders, with Class A shares carrying one vote and Class B shares 30 votes per share, elected nine directors to serve until the 2027 annual meeting.

Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 262,396,207 votes for, 90,662 against and 65,045 abstentions. In an advisory vote on how often to hold say-on-pay votes, 191,972,032 votes favored a three-year frequency, compared with 42,744,443 for one year. The board determined future advisory votes on named executive officer compensation will be held every three years.

Rhea-AI 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.

Rhea-AI Summary

Tempus AI reported strong first-quarter 2026 growth while remaining unprofitable. Revenue rose 36.1% year-over-year to $348.1 million, led by Diagnostics at $261.1 million (34.7% growth) and Data and Applications at $87.0 million (40.5% growth). Gross profit increased 43.1% to $222.0 million, showing improved scale, and non-GAAP loss from operations narrowed to $11.6 million from $25.8 million a year earlier.

The company still posted a larger GAAP net loss of $125.9 million, versus $68.0 million in the prior-year quarter, driven in part by $56.3 million of stock-based compensation and $32.3 million in unrealized losses on marketable securities. Adjusted EBITDA improved to a loss of $2.8 million from a loss of $16.2 million.

Tempus ended the quarter with $643.8 million in cash and marketable securities and guided full-year 2026 revenue up to $1.59–$1.60 billion, about 25% growth, with expected full-year Adjusted EBITDA of roughly $65 million.

Rhea-AI Summary

Tempus AI reported very strong growth for Q4 and full-year 2025 while remaining unprofitable on a GAAP basis.

Revenue rose 83.4% in 2025 to $1.27 billion, driven by Diagnostics revenue of $955.4 million (up 111.5%) and Data and Applications revenue of $316.4 million (up 30.9%). Q4 revenue reached $367.2 million, also up 83.0% year over year, with gross profit of $237.7 million.

The company posted a 2025 net loss of $245.0 million but improved Adjusted EBITDA to -$7.4 million, including positive Q4 Adjusted EBITDA of $12.9 million. Tempus ended 2025 with $759.7 million in cash and marketable securities, Total Remaining Contract Value above $1.1 billion, and Net Revenue Retention of 126%. For 2026, Tempus guides to revenue of about $1.59 billion and Adjusted EBITDA of roughly $65 million.

Rhea-AI Summary

Tempus AI, Inc. reported that it has released a press release with preliminary financial results for the quarter and full year ended December 31, 2025, and furnished this as Exhibit 99.1 to a Form 8-K. The company also issued a separate press release, furnished as Exhibit 99.2, discussing its total remaining contract value as of December 31, 2025.

In addition, Tempus AI made an updated corporate presentation available on its investor relations website for use at conferences and investor meetings, emphasizing that investors can regularly find important information there. The information in Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is furnished rather than filed, which limits the associated liabilities and incorporation into other securities filings.

Rhea-AI Summary

Tempus AI (TEM) furnished an update on Q3 2025. The company issued a press release covering financial results for the quarter ended September 30, 2025, furnished as Exhibit 99.1. It also posted supplemental financial information and a CEO/CFO letter on its investor relations website.

The disclosures under Item 2.02 and Item 7.01 are furnished, not filed, and are not incorporated by reference except as specifically stated.

Rhea-AI Summary

Tempus AI, Inc. filed a prospectus supplement covering the resale of up to 1,268,033 shares of its Class A common stock. These shares may be sold from time to time by the selling stockholders named in the prospectus supplement, rather than by the company itself. The company previously put in place an automatic shelf registration statement on Form S-3 that allows these types of resales.

In this report, Tempus AI is providing a legal opinion from its counsel, Brownstein Hyatt Farber Schreck, LLP, confirming the legality of the Class A common stock covered by the prospectus supplement. The filing also includes the related consent from the law firm and an Inline XBRL version of the cover page for regulatory compliance.

Rhea-AI Summary

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