Tempus AI Enters New Material Agreement, Terminates Prior Contract and Issues Equity

Tempus AI, Inc. (TEM) reported entry into a material definitive agreement, termination of a previous material definitive agreement, creation of a direct financial obligation and an unregistered sale of equity securities in an 8-K filed with the SEC on May 13, 2026.

The filing discloses actions under Items 1.01, 1.02, 2.03 and 3.02. Item 1.01 covers the new material definitive agreement while Item 1.02 addresses the terminated agreement. Item 2.03 records the creation of a direct financial obligation and Item 3.02 documents the unregistered sale of equity securities. The company also submitted exhibits under Item 9.01.

The scope of the changes centers on Tempus AI, a publicly traded precision-medicine company with CIK 0001717115. The new agreement, the terminated contract and the equity issuance directly affect the company's balance sheet, capital structure and operational counterparties.

Specific dollar amounts, counterparty names and contract types were included in the filing but remain subject to the detailed exhibits attached to the 8-K.

The operational delta replaces the prior contractual arrangement with a new one effective on or before the May 13 filing date. The terminated agreement no longer binds the parties while the new agreement and associated financial obligation take immediate effect. The unregistered equity sale alters the company's ownership structure without a public registration statement.

Downstream consequences include updated contractual performance obligations for both Tempus AI and its counterparty, repayment or servicing requirements tied to the new direct financial obligation and potential SEC follow-on filings if the equity issuance triggers Form D or other disclosure deadlines.

Standard SEC rules require the company to maintain accurate capitalization tables and to disclose any material amendments or milestones under the new agreement in subsequent periodic reports. The creation of the financial obligation also subjects the company to any covenants or default provisions outlined in the contract exhibits.

This filing constitutes the latest in Tempus AI's series of 8-K disclosures since its public listing. The Form 8-K is the SEC's standard vehicle for reporting material events under Items 1.01 through 9.01 and must be filed within four business days of the triggering event per SEC Regulation FD and Form 8-K instructions.