v3.26.3
Description of Business
9 Months Ended
Sep. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business
1.
DESCRIPTION OF BUSINESS

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.

Personalis

On July 20, 2026, the Company announced that an Agreement and Plan of Merger (the “Merger Agreement”) was entered into with Personalis, Inc. ("Personalis"). Under the terms of the Merger Agreement, the Company will acquire all outstanding shares of Personalis not already owned by the Company at a price of $16.25 per common share. As such, the Company reclassified the Personalis common stock the Company holds to Marketable equity securities, less current portion on the condensed consolidated balance sheet (see Note 15 for further detail). The consideration is planned to consist entirely of the Company's Class A common stock; however, the Company may elect to pay up to 50% of the aggregate consideration in cash. The closing is anticipated to be completed in the fourth quarter of 2026, and is subject to Personalis’ shareholder approval at a special meeting of Personalis stockholders scheduled for November 30, 2026, and other customary closing conditions. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired and clearance from the U.K. Competition and Markets Authority has been obtained. The Merger Agreement was approved by both companies’ boards of directors. As of October 21, 2026, the Registration Statement on Form S-4 filed in connection with the Merger Agreement was declared effective by the U.S. Securities and Exchange Commission (the "SEC"). If the Merger Agreement is terminated under specified circumstances, Personalis would be required to pay the Company a termination fee of approximately $76.8 million, and in certain circumstances, the Company would be required to pay Personalis a termination fee of the same amount. The Company has incurred $3.7 million of transaction costs related to the announced Personalis acquisition during the three and nine months ended September 30, 2026.

Segment Information

The Company operates as one operating and reportable segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information for purposes of making operating decisions, assessing financial performance and allocating resources. The Company’s CODM evaluates financial information on a consolidated basis.

The CODM assesses performance and decides how to allocate resources based on consolidated net loss that is reported on the consolidated statements of operations and comprehensive loss. The CODM uses consolidated net loss to evaluate income generated from segment assets. Net loss is used to monitor budget versus actual results.

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 September 30,

 

 

Nine Months Ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Selling, general and administrative payroll

$

77,244

 

 

$

72,185

 

 

$

240,533

 

 

$

203,200

 

Cloud and software

 

55,141

 

 

 

36,071

 

 

 

138,315

 

 

 

93,834

 

Other selling, general and administrative

 

99,472

 

 

 

79,635

 

 

 

291,448

 

 

 

226,196

 

Selling, general and administrative

$

231,857

 

 

$

187,891

 

 

$

670,296

 

 

$

523,230