Tempus AI, Inc.

Reincorporation

On August 7, 2025, we filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion with the Nevada Secretary of State, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada, or the Reincorporation, became effective on August 7, 2025 at 11:59 p.m. Eastern Time, or the Effective Time. At the Effective Time, (i) our state of incorporation changed from the State of Delaware to the State of Nevada; and (ii) the affairs of our Company ceased to be governed by the laws of the State of Delaware and our Thirteenth Amended and Restated Certificate of Incorporation and amended and restated bylaws, and instead became governed by the laws of the State of Nevada and the articles of incorporation filed with the Nevada Secretary of State, or the Nevada Articles and the bylaws approved by our board of directors, or the Nevada Bylaws. The Reincorporation did not result in any change in the headquarters, business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Reincorporation). The Reincorporation did not materially affect any of our material contracts with any third parties, and our rights and obligations under those material contractual arrangements continue to be the rights and obligations of our Company after the Reincorporation.

At the Effective Time, each outstanding share of Class A Common Stock, par value $0.0001 per share, of the Delaware corporation, or Delaware Corporation Class A Common Stock automatically converted into one outstanding share of Class A common stock, par value $0.0001 per share, of the Nevada corporation, or Nevada Corporation Class A Common Stock or Class A Common Stock, and each outstanding share of Class B Common Stock of the Delaware corporation, par value $0.0001 per share, or Delaware Corporation Class B Common Stock, automatically converted into one outstanding share of Class B common stock, par value $0.0001 per share, of the Nevada corporation, or Nevada Corporation Class B Common Stock. Each book entry credit with our transfer agent, Equiniti Trust Company, LLC, will be automatically updated without any action required on behalf of the stockholders. At the Effective Time, each outstanding restricted stock award, restricted stock unit (including performance units), option, warrant or other right to acquire shares of Delaware Corporation Class A Common Stock or Delaware Corporation Class B Common Stock automatically became a restricted stock award, restricted stock unit (including performance units), option, warrant or other right to acquire an equal number of shares of Nevada Corporation Class A Common Stock or Nevada Corporation Class B Common Stock, as applicable, under the same terms and conditions. The Nevada Corporation Class A Common Stock continues to be traded on the Nasdaq Global Select Market under the symbol “TEM.”

Certain rights of our stockholders were changed as a result of the Reincorporation. A more detailed description of the Plan of Conversion, the Nevada Articles, the Nevada Bylaws, and the effects of the Reincorporation is set forth in our definitive proxy statement for the 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 7, 2025. In addition, certain ministerial changes were made to the indenture for our 0.75% Convertible Senior Notes due 2030, or the Notes. The foregoing descriptions of the Plan of Conversion the Nevada Articles and the supplemental indenture for the Notes, or the Supplemental Indenture, do not purport to be complete and are qualified in their entirety to the Plan of Conversion, the Nevada Articles and the Supplemental Indenture filed as Exhibits 2.1, 3.1 and 4.5, respectively, to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Amended and Restated Bylaws

On August 7, 2025, immediately following the Effective Time, our board of directors approved the amendment and restatement of the Nevada Bylaws, or the A&R Nevada Bylaws, to remove the requirement to provide a list of stockholders entitled to vote at stockholder meetings and to remove the restrictions on what can be delegated by our board of directors to committees of the board of directors as such restrictions are not required by the Nevada Revised Statutes, or the NRS. The foregoing description of the A&R Nevada Bylaws does not purport to be complete and is qualified in its entirety to the A&R Nevada Bylaws filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Amended and Restated Articles

On August 7, 2025, immediately following the Effective Time, our board of directors approved an amendment of the Nevada Articles, or the A&R Articles, subject to obtaining the required stockholder approval thereof, to among other things, waive jury trials for internal actions in conformity with recent amendments to Nevada law, opt us out of certain statutory requirements regarding dividends and other distributions pursuant to NRS 78.288(2)(b), and opt out of the provisions of Nevada’s “combinations with interested stockholders” statutes (NRS 78.411 to 78.444). On August 8, 2025, stockholders holding a majority of the voting power of our outstanding capital stock, or the Majority Stockholder, pursuant to an in accordance with NRS 78.320, 78.385, 78.390 and 78.403, approved the A&R Articles. We intend to file an information statement on Schedule 14C with the Securities and Exchange Commission with respect to the actions taken by the Majority Stockholder and the A&R Articles will not become effective until the date that is 20 calendar days after a definitive information statement on Form 14C is first mailed or otherwise delivered to holders of our capital stock.

At the Market Sales Agreement

On August 8, 2025, we entered into a Controlled Equity Offering SM Sales Agreement, or the Sales Agreement, with Morgan Stanley & Co., LLC, Cantor Fitzgerald & Co., TD Securities (USA), LLC and Allen & Company LLC, as sales agents, or collectively, the Sales Agents, pursuant to which we may offer and sell from time to time, at our option, shares of Class A Common Stock through the Sales Agents. The issuance and sale, if any, of shares of Class A Common Stock under the Sales Agreement will be made pursuant to an automatically effective registration statement on Form S-3 and the related prospectus included therein, or the ATM Prospectus, in each case to be filed with the Securities and Exchange Commission. In accordance with the terms of the Sales Agreement, under the ATM Prospectus, we may offer and sell shares of Class A Common Stock having an aggregate offering price of up to $500.0 million from time to time through the Sales Agents.

The sale, if any, of shares of our Class A Common Stock under the Sales Agreement will be made by any method permitted that is deemed to be an “at-the-market” equity offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on The Nasdaq Global Select Market or any other trading market for the Class A Common Stock. Subject to the terms and conditions of the Sales Agreement, the Sales Agents will use their commercially reasonable efforts to sell the shares of Class A Common Stock from time to time, based upon our instructions.

The compensation payable to the Sales Agents as sales agents shall be up to 3.0% of the gross sales price of the shares of Class A Common Stock sold through the Sales Agents pursuant to the Sales Agreement. In addition, we will reimburse the Sales Agents for certain expenses incurred in connection with the Sales Agreement, and we have agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agents against certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.

We are not obligated to make any sales of shares of Class A Common Stock under the Sales Agreement. The offering of shares of Class A Common Stock pursuant to the Sales Agreement will terminate upon (a) the election of the Sales Agents upon the occurrence of certain adverse events, (b) ten days’ advance notice from the Company to the Sales Agents or ten days’ advance notice from any of the Sales Agents to the Company or (c) otherwise by mutual agreement of the parties pursuant to the terms of the Sales Agreement.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety to the Sales Agreement filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference..

The representations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in our periodic reports and other filings with the Securities and Exchange Commission.

This Quarterly Report on Form 10-Q shall not constitute an offer to sell or the solicitation of an offer to buy the shares of our Class A Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of the shares of Class A Common Stock in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Grants of Performance-Based Restricted Stock Units

On August 7, 2025, the Compensation Committee of our board of directors, or the Committee, approved the following grants of performance-based restricted stock units, or PSUs, under the Tempus AI, Inc. 2024 Equity Incentive Plan, or the Plan, to our named executive officers and principal financial officer: (i) Eric Lefkofsky, our Chief Executive Officer: 750,000 PSUs; (ii) Ryan Fukushima, our Chief Operating Officer: 199,800 PSUs; (iii) Andrew Polovin, our Executive Vice President, General Counsel and Secretary: 99,900 PSUs; and (iv) Jim Rogers, our Chief Financial Officer: 99,900 PSUs.

The PSUs can be earned based on the satisfaction of certain performance-based vesting conditions during three overlapping performance periods—calendar year 2025, calendar years 2025 and 2026, and calendar years 2025, 2026 and 2027—and service-based vesting conditions following each of the performance periods. The performance-based vesting conditions are based 50% on the Company’s compound revenue growth for the applicable performance period and 50% on a comparison of the Company’s total shareholder return to the return of the Nasdaq Composite Index over the applicable performance period, and one-sixth of the total PSUs can be earned with respect to each performance goal for a performance period. If the Committee determines that a performance goal has been achieved for a performance period, the corresponding number of PSUs will vest on the vesting date (August 15, 2026, August 15, 2027, or August 15, 2028) that immediately follows the end of the applicable performance period, subject to the recipient’s continuous service through such date. If either performance goal is not achieved during one of the first two performance periods, but is achieved during the final performance period, any PSUs with respect to such performance goal that had not previously been earned based on performance will vest on the final vesting date, subject to the recipient’s continued service through such date.

The PSUs are subject to the terms and conditions set forth in the Plan and the form of restricted stock unit agreement thereunder.

Disclosure of Trading Arrangements

During the fiscal quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.