Welcome to our dedicated page for Tempus AI SEC filings (Ticker: TEM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Tempus AI, Inc. filed Post-Effective Amendment No. 1 to its two Form S-8 registration statements to reflect the company鈥檚 reincorporation from Delaware to Nevada, which became effective 7 Aug 2025 at 11:59 p.m. ET. At the effective time each Delaware Class A and Class B share automatically converted one-for-one into the corresponding Nevada share, and every outstanding option, RSU, warrant or other right similarly converted into rights over Nevada stock under the same terms and conditions. The 2024 Equity Incentive Plan remains the covered plan.
No additional Class A shares are registered; all SEC registration fees were paid with the original filings (File Nos. 333-280270 & 333-285174). The amendment updates the corporate domicile, refreshes the list of governing documents now incorporated by reference (2024 Form 10-K, 2025 Q1鈥換2 Forms 10-Q, recent 8-Ks and proxy), and provides a summary of Nevada indemnification statutes. Standard undertakings, exhibits, legal opinions (Ex. 5.1) and auditor consent (Ex. 23.1) accompany the filing.
The amendment is administrative; it preserves existing shareholder and employee-equity rights without changing share counts, offering terms or plan mechanics.
Tempus AI, Inc. (TEM) filed Post-Effective Amendment No.1 to two previously effective Form S-8 registration statements. The sole purpose is to reflect the company鈥檚 reincorporation from Delaware to Nevada, effective 7 Aug 2025 at 11:59 p.m. ET. Each share of Delaware Class A and Class B common stock and every related equity award automatically converted 1-for-1 into corresponding Nevada shares or awards with no change in rights, terms or quantity. No additional Class A shares are being registered and all registration fees were paid with the original filings.
The company continues to be a non-accelerated filer and an emerging-growth company. The amendment reincorporates by reference the firm鈥檚 2024 Form 10-K, 2025 Form 10-Qs, recent Form 8-Ks and other SEC filings. Standard indemnification language under Nevada Revised Statutes and a complete exhibit list are included. No financial metrics, capital raises or changes to the 2024 Equity Incentive Plan are disclosed.
Tempus AI (TEM) filed an automatic shelf registration statement on Form S-3ASR as a well-known seasoned issuer. The filing registers an indeterminate amount of Class A common stock, preferred stock, debt securities and warrants, giving the company open-ended capital-raising capacity. It contains three sub-prospectuses:
- Base prospectus for primary offerings of any registered security.
- Selling Stockholder prospectus for possible secondary sales of Class A shares.
- ATM prospectus that permits the issuance of up to $500 million of Class A shares through Morgan Stanley, Cantor Fitzgerald, TD Securities and Allen & Company.
Tempus AI (TEM) Q2 2025 10-Q highlights:
- Revenue doubled to $314.6 M (+89% YoY); Genomics up 115% to $241.8 M and Data & Services up 36% to $72.8 M.
- Losses narrowed sharply. Net loss was $42.8 M vs. $552.2 M prior-year; loss per share improved to $(0.25) from $(6.86). Six-month loss fell 82% to $110.9 M.
- Margin trend: Gross margin rose to 62.0% from 45.5% as revenue growth outpaced cost of revenue.
- Cash flow improving. Operating cash outflow was $61.5 M versus $198.5 M YoY.
- Balance sheet transformed by M&A. Ambry Genetics acquisition (closed Feb 2025) added $695 M in assets, boosting goodwill/intangibles to $713 M. Total assets $1.63 B (+76% YTD); equity $309.6 M vs. $56.3 M at YE-24.
- Leverage increased. Long-term debt rose to $471.7 M (including new $100 M revolver); convertible note now $226.3 M. Cash & equivalents declined to $186.3 M from $341.0 M due to acquisition spend.
- The company remains an emerging growth company but expects to become a large accelerated filer as of year-end 2025.
Outlook implications: Rapid top-line expansion and integration of Ambry broaden TEM鈥檚 test menu and dataset, but higher leverage and ongoing losses keep profitability and liquidity key watch points.
Tempus AI (TEM) Form 4: CEO/Chairman Eric P. Lefkofsky reported the sale of 166,250 Class A shares on 28-Jul-2025 under a Rule 10b5-1 trading plan adopted 4-Mar-2025.
- Gray Media, LLC 鈥� 33,250 shares sold at weighted averages of $62.16-$65.23; post-sale position: 9,274,033 shares.
- Blue Media, LLC 鈥� 133,000 shares sold at the same price ranges; post-sale position: 18,135,469 shares.
After these transactions, Lefkofsky remains the beneficial owner of ~39.8 million shares (2.04 M direct, 27.4 M via Gray/Blue Media and 10 M through a 2025 GRAT plus smaller entities), preserving an overwhelming majority of his stake.
No derivative transactions were reported. The filing notes that detailed price breakdowns are available upon request and that some direct shares were recently transferred to Blue Media.
Takeaway: While any insider sale by the founder can draw attention, the divested amount equals 鈮�0.4 % of his disclosed holdings, suggesting portfolio rebalancing rather than a meaningful reduction in commitment.
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