Tempus AI, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
TEM$76.05+8.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-08.
0000950170-25-105449
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001193125-25-264652
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 164 previous paragraphs and 188 current paragraphs.
99 unchanged; 57 reworded; 22 added; 4 removed; 4 previous and 10 current paragraphs rearranged.
Tables are not compared: 23 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
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, or the ATM. 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, which was filed with the SEC on August 8, 2025. 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.
Current report
For the three and nine months ended September 30, 2025, we sold 2,381,895 shares under the ATM at a weighted average price of $83.97 per share for total proceeds of $195.5 million, net of $4.5 million in commissions. In connection with the entry of the Sales Agreement and filing of the ATM prospectus, we incurred $0.8 million of deferred offering costs, which were reclassified as a reduction of paid-in-capital upon completion of the sale. As of September 30, 2025, approximately $300.0 million remained available for sale pursuant to the Sales Agreement and ATM Prospectus.
Current report
Acquisition of Paige.AI, Inc.
Current report
On August 22, 2025, or the Paige Closing Date, we completed our acquisition, or the Paige Acquisition, of Paige.AI, Inc., or Paige, a Delaware corporation, pursuant to an Agreement and Plan of Merger entered into on August 22, 2025 with Giant Panda Merger Sub, Inc., a Delaware corporation and our direct, wholly owned subsidiary, Paige, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the securityholder representative. Paige is an AI company specializing in digital pathology. The Paige Acquisition is expected to allow us to grow our dataset and establish a strong footprint in digital pathology with an industry leading technology portfolio.
Current report
We acquired all of the issued and outstanding shares of Paige. The aggregate acquisition date fair value of consideration for the Paige Acquisition totaled $102.7 million. Consideration consisted of $3.0 million of cash and the issuance of an aggregate of 1,272,151 shares of our Class A common stock, or the Paige Stock Consideration, which was valued at $80.52 per share, the closing price of our Class A common stock on the Paige Closing Date. A portion of the Paige Stock Consideration was paid to employees as consideration for transaction bonuses. Paige will pay approximately $2.7 million to fulfill employee tax obligations related to the issuance. The equivalent will be withheld from those employees in our Class A common stock and will be included in treasury stock. In accordance with the terms of the agreement, $6.9 million in equity consideration was held back and is payable within five business days of August 22, 2026.
Current report
Loss on debt extinguishment consists of the recognition of unamortized original issuance discount, unamortized deferred financing fees, and prepayment premium as a result of the prepayment of the Term Loan Facilities (defined in “—Liquidity and Capital Resources”).
Current report
Gains (losses) from Equity Method Investments
Current report
The increase in Cost of revenues for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to increases of $29.4 million in material and service costs, of which $19.1 million in material and services is due to the Ambry Acquisition, $12.5 million in personnel-related costs, of which $8.8 million in personnel-related costs is due to the Ambry Acquisition, and $5.8 million in cloud costs.
Current report
The change in Loss on debt extinguishment for the three months ended September 30, 2025, compared to the same period in 2024, was driven by the repayment of the Term Loan Facility, which includes repayment of the principal, accrued interest, and prepayment premium. The repayment resulted in a loss on debt extinguishment of $12.0 million.
Current report
Gains (Losses) from Equity Method Investments
Current report
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current report
The increase in Cost of revenues for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to increases of $87.5 million in material and service costs, of which $51.5 million in material and services is due to the Ambry Acquisition, $28.7 million in personnel-related costs, of which $21.3 million is due to the Ambry Acquisition, offset by a decrease of $14.2 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Current report
Acquisition, $9.5 million in legal costs, $7.0 million in cloud storage costs, and $6.1 million in acquisition costs. Additionally, approximately $26.9 million increase is due to the inclusion of Ambry costs in the nine months ended September 30, 2025.
Current report
The change in Loss on debt extinguishment for the nine months ended September 30, 2025, compared to the same period in 2024, was driven by the repayment of the Term Loan Facility, which includes repayment of the principal, accrued interest, and prepayment premium. The repayment resulted in a loss on debt extinguishment of $12.0 million.
Current report
Losses from Equity Method Investments
Current report
Through September 30, 2025, we repaid in full the principal amount of the Term Loan Facility for $276.9 million, leaving only the Additional Term Loan Facility and Revolving Credit Facility as outstanding.
Current report
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, or the ATM. 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, which was filed with the SEC on August 8, 2025. In accordance with the terms of the Sales Agreement, under the ATM Prospectus, wee 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.
Current report
For the three and nine months ended September 30, 2025, we sold 2,381,895 shares under the ATM at a weighted average price of $83.97 per share for total proceeds of $195.5 million, net of $4.5 million in commissions. In connection with the entry of the Sales Agreement and filing of the ATM Prospectus, we incurred $0.8 million of deferred offering costs, which were reclassified as a reduction of paid-in-capital upon completion of the sale. As of September 30, 2025, approximately $300.0 million remained available for sale pursuant to the Sales Agreement and ATM Prospectus.
Current report
Cash used in operating activities during the nine months ended September 30, 2024 was $149.8 million, which resulted from a net loss of $692.8 million and a net change in our operating assets and liabilities of $31.7 million, offset by non-cash charges of $574.7 million. Non-cash charges primarily consisted of $509.4 million of stock-based compensation, a $42.4 million increase in the fair value of the warrant liability, and $27.8 million of depreciation and amortization, offset by an increase in the fair value of the warrant asset of $18.3 million. The net change in our operating assets and liabilities was primarily the result of a $51.7 million increase in accounts receivable due to increased sales and timing of customer payments, a decrease in accounts payable of $24.8 million, and an increase in prepaid expenses and other current assets of $14.0 million, offset by a $43.9 million increase in deferred other income related to the IP License Agreement with SB Tempus, a $23.4 million increase in accrued expenses and other, primarily due to increased cloud spend and payroll taxes from RSU settlements, and an increase in interest payable of $11.2 million as we continue to accrue interest on our Amended Note.
Current report
The Notes are accounted for in accordance with ASC 470. We determined the embedded conversion options, redemption features, and contingent interest and payments are not required to be separately accounted for as derivatives under ASC 815 because they were either determined to be clearly and closely related to the host instrument or we have concluded that no value would be associated with the related feature based on the circumstances associated with the Note's issuance. The initial purchasers' discount and deferred financing fees are amortized into interest expense within the consolidated statements of operations using the straight-line method over the term of the underlying debt, and unamortized amounts are presented net of the principal balance within convertible senior notes in the consolidated balance sheets.
Current report
Stock-Based Compensation
Current report
We recognize stock-based compensation for equity awards with only a service condition on the grant-date fair value on a straight-line basis over the remaining requisite service period for the award, which is generally the vesting period. We recognize stock-based compensation for equity awards with a market or performance condition using an accelerated attribution model over the requisite service period for each separately vesting portion of the award. For those awards with a market condition, we utilize a Monte Carlo simulation model to estimate the fair value of the restricted stock units. The Monte Carlo simulation model requires the input of estimates and assumptions, including, but not limited to, the expected stock price volatility, the life of the award and the risk-free interest rate. The probability of actual shares expected to be earned is considered in the grant date fair value. As a result, the expense is not adjusted to reflect the actual shares earned. For those awards with a performance condition, we recognize stock-based compensation if it is probable that the performance condition will be satisfied and will reflect the number of awards that ultimately vest. At each reporting period, we reassess the probability of achievement of the performance condition and any change in expense resulting from an adjustment to estimates is treated as a cumulative catch-up in the period of the adjustment.
Removed paragraphs (4)
Previous report
The increase in Cost of revenues for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to increases of $34.3 million in material and service costs, of which $21.9 million in material and services is due to the Ambry Acquisition, and $8.0 million in personnel-related costs from the Ambry Acquisition, offset by a decrease of $16.4 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Previous report
Comparison of the Six Months Ended June 30, 2025 and 2024
Previous report
The increase in Cost of revenues for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to increases of $58.1 million in material and service costs, of which $32.4 million in material and services is due to the Ambry Acquisition, $16.2 million in personnel-related costs, of which $12.5 million is due to the Ambry Acquisition, offset by a decrease of $14.8 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Previous report
Our net proceeds from the Offering were approximately $725.9 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used a portion of the net proceeds from the Offering to repay $293.5 million of the Term Loan Facility (as defined below), which includes repayment of the principal, accrued interest, and prepayment premium. The repayment results in a loss on debt extinguishment of approximately $18.5 million.
Reworded paragraphs (57)
Previous wording
We primarily operate in the United States and generated total revenue of $314.6 million and $166.0 million in the three months ended June 30, 2025 and 2024, respectively, and $570.4 million and $311.8 million in the six months ended June 30, 2025 and 2024, respectively. We also incurred net losses of $42.8 million and $552.2 million in the three months ended June 30, 2025 and 2024, respectively, and $110.9 million and $617.0 million in the six months ended June 30, 2025 and 2024, respectively. We generated adjusted EBITDA of $(5.6) million and $(31.2) million in the three months ended June 30, 2025 and 2024, respectively, and $(21.8) million and $(75.1) million in the six months ended June 30, 2025 and 2024, respectively. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with generally accepted accounting principles in the United States of America, or GAAP, and for additional information about adjusted EBITDA, a non-GAAP financial measure, see "—Non-GAAP Financial Measure."
Current wording
We primarily operate in the United States and generated total revenue of $334.2 million and $180.9 million in the three months ended September 30, 2025 and 2024, respectively, and $904.6 million and $492.7 million in the nine months ended September 30, 2025 and 2024, respectively. We also incurred net losses of $80.0 million and $75.8 million in the three months ended September 30, 2025 and 2024, respectively, and $190.9 million and $692.8 million in the nine months ended September 30, 2025 and 2024, respectively. We generated adjusted EBITDA of $1.5 million and $(21.8) million in the three months ended September 30, 2025 and 2024, respectively, and $(20.3) million and $(97.0) million in the nine months ended September 30, 2025 and 2024, respectively. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with generally accepted accounting principles in the United States of America, or
Previous wording
On July 3, 2025, we completed a private offering, or the Offering, of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030, or the Notes, including the exercise in full of the initial purchasers’ over-allotment option to purchase up to an additional $100.0 million principal amount of the Notes. The Notes are our general unsecured obligations and will mature on July 15, 2030, unless earlier converted, redeemed or repurchased. Interest on the Notes will accrue at a rate of 0.75% per year from July 3, 2025 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. Refer to Note 18 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding the issuance and terms of the Notes and the Capped Call transaction (as defined in “—Liquidity and Capital Resources—Senior Convertible Notes”).
Current wording
On July 3, 2025, we completed a private offering, or the Offering, of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030, or the Notes, including the exercise in full of the initial purchasers’ option to purchase up to an additional $100.0 million principal amount of the Notes. The Notes are our general unsecured obligations and will mature on July 15, 2030, unless earlier converted, redeemed or repurchased. Interest on the Notes will accrue at a rate of 0.75% per year from July 3, 2025 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. Refer to Note 13 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further information regarding the issuance and terms of the Notes and the Capped Call transaction (as defined in “—Liquidity and Capital Resources—Senior Convertible Notes”).
Previous wording
Our net proceeds from the Offering were approximately $725.9 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us. We used a portion of the net proceeds from the Offering to repay $293.5 million of the Term Loan Facilities (as defined in “—Liquidity and Capital Resources—Credit Facilities”), which includes repayment of the principal, accrued interest, and prepayment premium and to pay approximately $41.8 million cost of the Capped Call. We expect to use the remaining net proceeds from the Offering for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and repayment of additional indebtedness.
Current wording
Our net proceeds from the Offering were $725.7 million, after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by us. We used a portion of the net proceeds from the Offering to repay $293.5 million of the Term Loan Facilities (as defined in “—Liquidity and Capital Resources—Credit Facilities”), which includes repayment of the principal, accrued interest, and prepayment premium and to pay approximately $41.8 million cost of the Capped Call. We expect to use the remaining net proceeds from the Offering for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, capital expenditures and repayment of additional indebtedness.
Previous wording
In connection with the closing of the acquisition, we entered into an amendment to the Credit Agreement (as defined in “—Liquidity and Capital Resources—Credit Facilities”), providing for an additional $200.0 million in senior secured term loans, or the Additional Term Loan Facility, and $100.0 million in senior secured revolving loan commitments, or the Revolving Credit Facility. We utilized borrowings under the Additional Term Loan Facility and the Revolving Credit Facility to fund the Cash Consideration for the acquisition and to pay fees and expenses related thereto.
Current wording
In connection with the closing of the acquisition, we entered into an amendment to the Credit Agreement (as defined in “—Liquidity and Capital Resources—Credit Facilities”), providing for an additional $200.0 million in senior secured term loans, or the Additional Term Loan Facility, and $100.0 million in priority revolving loan commitments, or the Revolving Credit Facility. We utilized borrowings under the Additional Term Loan Facility and the Revolving Credit Facility to fund the Cash Consideration for the acquisition and to pay fees and expenses related thereto.
Previous wording
We expect to maintain high levels of investment in product innovation over the coming years as we continue to develop new laboratory assays, develop algorithms, and expand our Platform into new disease areas. These investments will include laboratory costs incurred in validating new or improving current assays, licensing of data sets to accelerate our efforts in new diseases, and development and validation costs for new Algos products. We invested $41.6 million and $68.1 million during the three months ended June 30, 2025 and 2024, respectively, and $77.5 million and $92.4 million during the six months ended June 30, 2025 and 2024 respectively, in research and development. Our ability to develop new products, obtain regulatory approvals when required, launch them into the market, and drive adoption of these products by our customers will continue to play a key role in our results.
Current wording
We expect to maintain high levels of investment in product innovation over the coming years as we continue to develop new laboratory assays, develop algorithms, and expand our Platform into new disease areas. These investments will include laboratory costs incurred in validating new or improving current assays, licensing of data sets to accelerate our efforts in new diseases, and development and validation costs for new Algos products. We invested $45.0 million and $27.3 million during the three months ended September 30, 2025 and 2024, respectively, and $122.5 million and $119.7 million during the nine months ended September 30, 2025 and 2024 respectively, in research and development. Our ability to develop new products, obtain regulatory approvals when required, launch them into the market, and drive adoption of these products by our customers will continue to play a key role in our results.
Previous wording
To grow our business requires both identifying new customers and expanding our partnerships with existing ones across each of our product lines. For Genomics, this entails our field salesforce developing relationships with individual physicians, genetic counselors, and hospital systems, demonstrating the power our Platform has in enabling them to provide personalized care to their patients. For Data, this entails our pharmaceutical business development teams demonstrating the power our Platform and database have in enabling drug discovery, development and clinical trial matching for our pharmaceutical partners. For AI Applications, this entails demonstrating the utility of these algorithms in a clinical setting. Since our inception, our offerings have been used by more than 8,000 physicians and we have worked with over 200 biotech companies, as well as 19 of the 20 largest public pharmaceutical companies based on 2024 revenue, albeit with many we are still at an early stage of adoption. Our financial performance relies heavily on our ability to add customers to our Platform and expand the relationships with our current customers through adoption of our new products.
Current wording
To grow our business requires both identifying new customers and expanding our partnerships with existing ones across each of our product lines. For Genomics, this entails our field salesforce developing relationships with individual physicians, genetic counselors, and hospital systems, demonstrating the power our Platform has in enabling them to provide personalized care to their patients. For Data, this entails our pharmaceutical business development teams demonstrating the power our Platform and database have in enabling drug discovery, development and clinical trial matching for our pharmaceutical partners. For AI Applications, this entails demonstrating the utility of these algorithms in a clinical setting. Since our inception, our offerings have been used by more than 8,500 physicians and we have worked with over 200 biotech companies, as well as 19 of the 20 largest public pharmaceutical companies based on 2024 revenue, albeit with many we are still at an early stage of adoption. Our financial performance relies heavily on our ability to add customers to our Platform and expand the relationships with our current customers through adoption of our new products.
Previous wording
Technology is at the core of everything we do. From receiving orders and ingesting data through our various provider integrations to delivering test results and access to our analytical platform, our Platform plays a key role in driving our business. We will continue to make significant investments in our Platform to continually improve our user experience and allow us to generate, ingest and structure data more efficiently as we expand our offerings. We invested $34.5 million and $77.9 million during the three months ended June 30, 2025 and 2024, respectively, and $67.9 million and $105.0 million, in the six months ended June 30, 2025 and 2024, respectively, in technology. We expect to maintain high levels of investment in our technology over the coming years as we continue to develop new features to support our current and future business needs. Our ability to execute on the development of such technology will continue to play a key factor in our results. In addition, the announcement of substantial new tariffs and other restrictive trade policies, to the extent such current and future tariffs apply to hardware, networking infrastructure or other technology infrastructure used by us or our third-party vendors, could raise costs, constrain supply or affect service reliability.
Current wording
Technology is at the core of everything we do. From receiving orders and ingesting data through our various provider integrations to delivering test results and access to our analytical platform, our Platform plays a key role in driving our business. We will continue to make significant investments in our Platform to continually improve our user experience and allow us to generate, ingest and structure data more efficiently as we expand our offerings. We invested $38.1 million and $30.7 million during the three months ended September 30, 2025 and 2024, respectively, and $106.0 million and $135.7 million, in the nine months ended September 30, 2025 and 2024, respectively, in technology. We expect to maintain high levels of investment in our technology over the coming years as we continue to develop new features to support our current and future business needs. Our ability to execute on the development of such technology will continue to play a key factor in our results. In addition, the announcement of substantial new tariffs and other restrictive trade policies, to the extent such current and future tariffs apply to hardware, networking infrastructure or other technology infrastructure used by us or our third-party vendors, could raise costs, constrain supply or affect service reliability.
Previous wording
Losses from equity method investments consist of earnings from our joint venture, SB Tempus. See Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding SB Tempus.
Current wording
Gains (losses) from equity method investments consist of earnings from our joint venture, SB Tempus. See Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information regarding SB Tempus.
Previous wording
The increase in Genomics revenue for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry. Volume of tests increased from approximately 66,500 tests for the three months ended June 30, 2024 to approximately 212,000 tests for the three months ended June 30, 2025, of which 128,000 tests related to Hereditary testing.
Current wording
The increase in Genomics revenue for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry. Volume of tests increased from approximately 69,000 tests for the three months ended September 30, 2024 to approximately 217,000 tests for the three months ended September 30, 2025, of which 129,500 tests related to Hereditary testing.
Previous wording
Oncology tests increased from approximately 66,500 tests for the three months ended June 30, 2024 to approximately 84,000 tests for the three months ended June 30, 2025. Additionally, there was an increase in average revenue per Oncology test, which increased from approximately $1,500 for the three months ended June 30, 2024 to approximately $1,580 for the three months ended June 30, 2025. The increase in average revenue per Oncology test was driven primarily by increased Medicare reimbursement rates. The increase in the number of Oncology tests and average revenue per Oncology test resulted in a $33.0 million increase in Genomics revenue.
Current wording
Oncology tests increased from approximately 69,000 tests for the three months ended September 30, 2024 to approximately 87,500 tests for the three months ended September 30, 2025. Additionally, there was an increase in average revenue per Oncology test, which increased from approximately $1,530 for the three months ended September 30, 2024 to approximately $1,600 for the three months ended September 30, 2025. The increase in average revenue per Oncology test was driven primarily by increased Medicare reimbursement rates. The increase in the number of Oncology tests and average revenue per Oncology test resulted in a $34.4 million increase in Genomics revenue.
Previous wording
Hereditary tests increased to approximately 128,000 tests for the three months ended June 30, 2025 due to the acquisition of Ambry in February 2025 and resulted in an increase of $97.3 million in Genomics revenue.
Current wording
Hereditary tests increased to approximately 129,500 tests for the three months ended September 30, 2025 due to the acquisition of Ambry in February 2025 and resulted in an increase of $102.6 million in Genomics revenue.
Previous wording
The increase in Data and services revenue for the six months ended June 30, 2025, compared to the same period in 2024, was driven primarily by $34.7 million from increased demand for our Insights products. Across all Data and services products, the increase in revenue in the six months ended June 30, 2025 is primarily attributable to continued growth from within our existing customer base, as well as adoption of our services by new customers that did not purchase services in the six months ended June 30, 2024.
Current wording
The increase in Data and services revenue for the three months ended September 30, 2025, compared to the same period in 2024, was driven primarily by $18.9 million from increased demand for our Insights products. Across all Data and services products, the increase in revenue in the three months ended September 30, 2025 is primarily attributable to continued growth from within our existing customer base, specifically the Pathos Foundation Model agreement, as well as adoption of our services by new customers that did not purchase services in the three months ended September 30, 2025.
Previous wording
The increase in Cost of revenues, Genomics for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to increases of $34.3 million in material and service costs, of which $21.9 million in material and services is due to the Ambry Acquisition, and $8.0 million in personnel-related costs from the Ambry Acquisition, offset by a decrease of $9.9 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Current wording
The increase in Cost of revenues, Genomics for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to increases of $29.4 million in material and service costs, of which $19.1 million in material and services is due to the Ambry Acquisition, $11.3 million in personnel-related costs, of which $8.8 million in personnel-related costs is due to the Ambry Acquisition.
Previous wording
The decrease in Cost of revenues, Data and services for the three months ended June 30, 2025, compared to the same period in 2024, was not material.
Current wording
The increase in Cost of revenues, Data and services for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase of $5.8 million in cloud costs and $1.2 million in personnel-related costs.
Previous wording
The decrease in Technology research and development expenses for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $47.1 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $4.5 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $3.4 million is due to the Ambry Acquisition.
Current wording
The increase in Technology research and development expenses for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase of $5.8 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $4.1 million is due to the Ambry Acquisition, and $1.5 million of stock-based compensation expense.
Previous wording
The decrease in Research and development expenses for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $39.9 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $10.3 million in personnel-related costs for employees in our research and development group, of which $8.0 million is due to the Ambry Acquisition.
Current wording
The increase in Research and development expenses for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase of $11.2 million in personnel-related costs for employees in our research and development group, of which $9.0 million is due to the Ambry Acquisition, $1.5 million increase in laboratory supplies, and $1.3 million increase due to outside service costs related to clinical studies.
Previous wording
The decrease in Selling, general and administrative expenses for the three months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $362.4 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase $30.7 million in personnel-related costs, of which $19.7 million is due to the Ambry Acquisition, $16.8 million in amortization of intangibles acquired from the Ambry Acquisition, $6.3 million in software and tools costs, of which $3.6 million is due to the Ambry Acquisition, $3.0 million in cloud storage costs, $2.6 million in legal costs, and $2.0 million in acquisition costs.
Current wording
The increase in Selling, general and administrative expenses for the three months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase $30.5 million in personnel-related costs, of which $22.1 million is due to the Ambry Acquisition, $16.8 million in amortization of intangibles acquired from the Ambry Acquisition, $10.1 million of stock-based compensation expense, $6.0 million in software and tools costs, of which $3.1 million is due to the Ambry Acquisition, $4.8 million in cloud storage costs, and $3.5 million in legal costs. Additionally, approximately $7.6 million increase is due to the inclusion of Ambry costs in the three months ended September 30, 2025.
Previous wording
The increase in Interest expense for the three months ended June 30, 2025, compared to the same period in 2024, was primarily driven by compounding interest on our Second Amended Note and the additional interest expense from the Additional Term Loan Facility and Revolving Credit Facility.
Current wording
The increase in Interest expense for the three months ended September 30, 2025, compared to the same period in 2024, was primarily driven by compounding interest on our Second Amended Note and the additional interest expense from the Additional Term Loan Facility, Revolving Credit Facility, and Notes.
Previous wording
The change in Other income (expense), net for the three months ended June 30, 2025, compared to the same period in 2024, was primarily driven by a $41.5 million increase in income related to unrealized gains on marketable equity securities, a $5.2 million increase in income due to the change in fair value of our warrant asset, and an increase of $4.0 million in income from the Intellectual Property Agreement, or the IP License Agreement, with SB Tempus, offset by a $1.7 million decrease in income due to the change in fair value of our warrant liability.
Current wording
The change in Other income (expense), net for the three months ended September 30, 2025, compared to the same period in 2024, was primarily driven by a $43.3 million decrease in expense related to the change in fair value of our warrant liability, offset by a $26.0 million increase in expense due to the change in fair value of our warrant asset, and a $3.9 million increase in expense related to unrealized losses on marketable equity securities.
Previous wording
The increase in losses from equity method investments for the six months ended June 30, 2025, compared to the same period in 2024, was due to the losses from SB Tempus.
Current wording
The decrease in losses from equity method investments for the three months ended September 30, 2025, compared to the same period in 2024, was due to the gains from SB Tempus.
Previous wording
The increase in revenue for the six months ended June 30, 2025, compared to the same period in 2024, was due to increased volume and reimbursement of clinical oncology tests performed in Genomics and increased data deliveries in our Data and Services product line.
Current wording
The increase in revenue for the nine months ended September 30, 2025, compared to the same period in 2024, was due to increased volume and reimbursement of clinical oncology tests performed in Genomics and increased data deliveries in our Data and Services product line.
Previous wording
The increase in Genomics revenue for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry. Volume of tests increased from approximately 129,200 tests for the six months ended June 30, 2024 to approximately 365,000 tests for the six months ended June 30, 2025, of which 206,000 tests related to Hereditary testing.
Current wording
The increase in Genomics revenue for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry. Volume of tests increased from approximately 198,200 tests for the nine months ended September 30, 2024 to approximately 582,000 tests for the nine months ended September 30, 2025, of which 335,500 tests related to Hereditary testing.
Previous wording
Oncology tests increased from approximately 129,200 tests for the six months ended June 30, 2024 to approximately 159,000 tests for the six months ended June 30, 2025. Additionally, there was an increase in average revenue per Oncology test, which increased from approximately $1,480 for the six months ended June 30, 2024 to approximately $1,590 for the six months ended June 30, 2025. The increase in average revenue per Oncology test was driven primarily by increased Medicare reimbursement rates. The increase in the number of Oncology tests and average revenue per Oncology test resulted in a $61.6 million increase in Genomics revenue.
Current wording
Oncology tests increased from approximately 198,200 tests for the nine months ended September 30, 2024 to approximately 246,500 tests for the nine months ended September 30, 2025. Additionally, there was an increase in average revenue per Oncology test, which increased from approximately $1,500 for the nine months ended September 30, 2024 to approximately $1,590 for the nine months ended September 30, 2025. The increase in average revenue per Oncology test was driven primarily by increased Medicare reimbursement rates. The increase in the number of Oncology tests and average revenue per Oncology test resulted in a $94.6 million increase in Genomics revenue.
Previous wording
Hereditary tests increased to approximately 206,000 tests for the six months ended June 30, 2025 due to the acquisition of Ambry in February 2025 and resulted in an increase of $160.8 million in Genomics revenue.
Current wording
Hereditary tests increased to approximately 335,500 tests for the nine months ended September 30, 2025 due to the acquisition of Ambry in February 2025 and resulted in an increase of $263.4 million in Genomics revenue.
Previous wording
The increase in Data and services revenue for the three months ended June 30, 2025, compared to the same period in 2024, was driven primarily by $16.5 million from increased demand for our Insights products. Across all Data and services products, the increase in revenue in the three months ended June 30, 2025 is primarily attributable to continued growth from within our existing customer base, specifically the Pathos Foundation Model agreement.
Current wording
The increase in Data and services revenue for the nine months ended September 30, 2025, compared to the same period in 2024, was driven primarily by $53.6 million from increased demand for our Insights products. Across all Data and services products, the increase in revenue in the nine months ended September 30, 2025 is primarily attributable to continued growth from within our existing customer base, specifically the Pathos Foundation Model agreement, as well as adoption of our services by new customers that did not purchase services in the nine months ended September 30, 2024.
Previous wording
The increase in Cost of revenues, Genomics for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to increases of $58.1 million in material and service costs, of which $32.4 million in material and services is due to the Ambry Acquisition, $16.0 million in personnel-related costs, of which $12.5 million is due to the Ambry Acquisition, offset by a decrease of $8.9 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Current wording
The increase in Cost of revenues, Genomics for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to increases of $87.5 million in material and service costs, of which $51.5 million in material and services is due to the Ambry Acquisition, $27.3 million in personnel-related costs, of which $21.3 million is due to the Ambry Acquisition, offset by a decrease of $8.3 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Previous wording
The decrease in Cost of revenues, Data and services for the six months ended June 30, 2025, compared to the same period in 2024, was not material.
Current wording
The increase in Cost of revenues, Data and services for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase of $6.9 million in cloud costs and $1.4 million in personnel-related costs.
Previous wording
The decrease in Technology research and development expenses for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $43.8 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $7.2 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $5.0 million is due to the Ambry Acquisition.
Current wording
The decrease in Technology research and development expenses for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $42.3 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $13.0 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $9.1 million is due to the Ambry Acquisition.
Previous wording
The decrease in Research and development expenses for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $37.9 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by an increase of $15.5 million in personnel-related costs for employees in our research and development group, of which $12.2 million is due to the Ambry Acquisition, and $3.2 million in validation and regulatory costs.
Current wording
The increase in Research and development expenses for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to an increase of $26.7 million in personnel-related costs for employees in our research and development group, of which $21.2 million is due to the Ambry Acquisition, $4.2 million in validation and regulatory costs, $3.0 million in laboratory supplies, and $2.3 million due to outside services costs related to clinical studies, offset by a decrease of $37.2 million of stock-based compensation expense related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period.
Previous wording
The decrease in Selling, general and administrative expenses for the six months ended June 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $346.3 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by increases of $54.4 million in personnel-related costs, of which $34.5 million is due to the Ambry Acquisition, $27.9 million in amortization of intangibles acquired from the Ambry Acquisition, $10.4 million in software and tools costs, of which $5.7 million is due to the Ambry Acquisition, $6.0 million in legal costs, and $5.5 million in acquisition costs.
Current wording
The decrease in Selling, general and administrative expenses for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily due to a decrease of $336.2 million of stock-based compensation expenses related to RSUs for which the performance-based vesting condition was satisfied in connection with our IPO in the prior period, offset by increases of $84.9 million in personnel-related costs, of which $56.6 million is due to the Ambry Acquisition, $44.7 million in amortization of intangibles acquired from the Ambry Acquisition, $16.4 million in software and tools costs, of which $8.8 million is due to the Ambry
Previous wording
The increase in Interest income for the six months ended June 30, 2025, compared to the same period in 2024, was not material.
Current wording
The decrease in Interest income for the nine months ended September 30, 2025, compared to the same period in 2024, was not material.
Previous wording
The increase in Interest expense for the six months ended June 30, 2025, compared to the same period in 2024, was primarily driven by compounding interest on our Second Amended Note and additional interest expense from the Additional Term Loan Facility and Revolving Credit Facility.
Current wording
The increase in Interest expense for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily driven by compounding interest on our Second Amended Note and additional interest expense from the Additional Term Loan Facility, Revolving Credit Facility and Notes.
Previous wording
The change in Other income (expense), net for the six months ended June 30, 2025, compared to the same period in 2024, was primarily driven by a $9.9 million increase in income due to the change in fair value of our warrant asset, $8.0 million in income from the IP License Agreement with SB Tempus, and by a $3.5 million increase in income related to gains on marketable equity securities, offset by a $0.9 million decrease in income related to the change in fair value of our warrant liability.
Current wording
The change in Other income (expense), net for the nine months ended September 30, 2025, compared to the same period in 2024, was primarily driven by a $42.4 million decrease in expense due to the change in fair value of our warrant liability, $8.0 million increase in income from the IP License Agreement with SB Tempus, and a $2.3 million decrease in expense for the G-4 Special Payment, offset by a $18.3 million increase in expense due to the change in fair value of our warrant asset.
Previous wording
The change in provision for income tax benefit (expense) for the six months ended June 30, 2025, compared to the same period in 2024, was due to a $46.2 million discrete tax benefit recorded from the release of a portion of the valuation allowance attributable to net deferred tax liabilities related to the acquisition of Ambry which offset certain net deferred tax assets of us.
Current wording
The change in provision for income tax benefit (expense) for the nine months ended September 30, 2025, compared to the same period in 2024, was due to a $46.2 million discrete tax benefit recorded from the release of a portion of the valuation allowance attributable to net deferred tax liabilities related to the acquisition of Ambry which offset certain net deferred tax assets of ours.
Previous wording
The increase in losses from equity method investments for the three months ended June 30, 2025, compared to the same period in 2024, was due to the losses from SB Tempus.
Current wording
The increase in losses from equity method investments for the nine months ended September 30, 2025, compared to the same period in 2024, was due to the losses from SB Tempus.
Previous wording
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We define adjusted EBITDA as net income (loss), adjusted to exclude (i) interest income, (ii) interest expense, (iii) depreciation and amortization, (iv) provision for (benefit from) income taxes, (v) losses on equity method investments, (vi) changes in fair value of our warrant liability, warrant asset, marketable equity securities, contingent consideration liabilities and indemnity-related holdback liabilities, (vii) stock-based compensation expense, (viii) employer payroll tax related to stock-based compensation expense, (ix)acquisition-related expenses, (x) the G-4 Special Payment (as defined in Note 11 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q), (xi) amortization of deferred other income from our IP License Agreement with SB Tempus and (xii) franchise taxes related to our IPO. We use adjusted EBITDA in conjunction with net income or loss, its corresponding GAAP measure, as a performance measure to assess our operating performance and operating leverage in our business. The above items are excluded from our adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, or they are not driven by core results of operations, thereby rendering comparisons with prior periods and competitors less meaningful. We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance. Moreover, adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
Current wording
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We define adjusted EBITDA as net income (loss), adjusted to exclude (i) interest income, (ii) interest expense, (iii) depreciation and amortization, (iv) provision for (benefit from) income taxes, (v) (gains) losses on equity method investments, (vi) changes in fair value of our warrant liability, warrant asset, marketable equity securities, contingent consideration liabilities and indemnity-related holdback liabilities, (vii) stock-based compensation expense, (viii) employer payroll tax related to stock-based compensation expense, (ix)acquisition-related expenses, (x) the G-4 Special Payment (as defined in Note 11 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q), (xi) amortization of deferred other income from our IP License Agreement with SB Tempus, (xii) franchise taxes related to our IPO, and (xiii) loss on debt extinguishment. We use adjusted EBITDA in conjunction with net income or loss, its corresponding GAAP measure, as a performance measure to assess our operating performance and operating leverage in our business. The above items are excluded from our adjusted EBITDA measure because these items are non-cash in nature, or because the amount and timing of these items is unpredictable, or they are not driven by core results of operations, thereby rendering comparisons with prior periods and competitors less meaningful. We believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as provides a useful measure for period-to-period comparisons of our business performance. Moreover, adjusted EBITDA is a key measurement used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
Previous wording
Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three and six months ended June 30, 2025.
Current wording
Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three and nine months ended September 30, 2025.
Previous wording
We have funded our operations to date principally from the sale of stock, convertible debt, term debt, the Revolving Credit Facility, and sales of our products. As of June 30, 2025, we had cash, cash equivalents and restricted cash of $188.1 million. In April 2024, we sold an aggregate of 3,489,981 shares of our Series G-5 convertible preferred stock at a price per share of $57.3069, for an aggregate purchase price of approximately $200.0 million in a private placement to an accredited investor. In June 2024, we completed our IPO, which resulted in net proceeds of $382.0 million after deducting underwriting discounts and commissions of $28.7 million. In July 2025, we completed the Offering, which resulted in net proceeds of $725.9 million after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by us
Current wording
We have funded our operations to date principally from the sale of stock, convertible debt, term debt, the Revolving Credit Facility, and sales of our products. As of September 30, 2025, we had cash, cash equivalents and restricted cash of $660.5 million.
Previous wording
The Notes are general unsecured obligations of ours and will mature on July 15, 2030, unless earlier converted, redeemed or repurchased. Interest on the Notes will accrue at a rate of 0.75% per year from July 3, 2025 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding April 15, 2030, only upon satisfaction of one or more of the following conditions: (1) during any calendar quarter commencing after the fiscal quarter ending on September 30, 2025 (and only during such calendar quarter), if the last reported sale price of our Class A common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Class A common stock and the conversion rate for the Notes on each such trading day; (3) if we call such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called for redemption; or (4) upon the occurrence of specified corporate events. On or after April 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, we will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at our election.
Current wording
The Notes are general unsecured obligations of ours and will mature on July 15, 2030. Interest on the Notes will accrue at a rate of 0.75% per year from July 3, 2025 and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The Notes are convertible at the option of the holders prior to April 15, 2030, upon satisfaction of one or more of the following conditions:
Previous wording
The conversion rate for the Notes will initially be 11.8778 shares of Class A common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $84.19 per share of Class A common stock. The conversion rate for the Notes is subject to adjustment under certain circumstances. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption in respect of the Notes, we will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with a corporate event or convert its Notes called for redemption during the related redemption period.
Current wording
The conversion rate for the Notes will is 11.8778 shares of Class A common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $84.19 per share of Class A common stock. The conversion rate is subject to adjustment under certain circumstances.
Showing the first 40 of 57 pairs. Open the source sections for the rest.
Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
GAAP, and for additional information about adjusted EBITDA, a non-GAAP financial measure, see "—Non-GAAP Financial Measure."
Current report — wording carried from elsewhere
On July 3, 2025, we completed the Offering of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030, or the Notes. Our net proceeds from the Offering were $725.7 million, after deducting the initial purchasers' discount and commissions and offering expenses payable by us.
Current report — wording carried from elsewhere
During any calendar quarter, commencing after the fiscal quarter ending on September 30, 2025, if the last reported sale price of our Class A common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day;
Current report — wording carried from elsewhere
During the five business day period after any ten consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate for the Notes on each such trading day;
Current report — wording carried from elsewhere
If we call the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
Current report — wording carried from elsewhere
Upon the occurrence of specified corporate events.
Current report — wording carried from elsewhere
On or after April 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, we will pay or deliver cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election.
Current report — wording carried from elsewhere
On September 22, 2022, we entered into a Credit Agreement, or the Original Credit Agreement, with Ares Capital Corporation, or Ares, for a senior secured loan, or the Term Loan Facility that matures in September 2027, in an original principal amount of $175.0 million, less original issue discount of $4.4 million and deferred financing fees of $2.6 million. The Original Credit Agreement was amended on April 25, 2023 and October 11, 2023, to, among other things, increase the original principal amount of the Term Loan Facility by $85.0 million in the aggregate, less original issue discount of $2.2 million in the aggregate.
Current report — wording carried from elsewhere
The Term Loans and Revolving Credit Facility, or together with the Term Loan Facilities, the Credit Facilities, are subject to quarterly interest payments for Base Rate loans and at the end of the applicable interest rate period for Term Secured Overnight Financing Rate, or SOFR, loans.
Current report — wording carried from elsewhere
In connection with the Notes, we entered into the Capped Call, or the Capped Call, with one of the initial purchasers and certain other financial institutions. The Capped Call is expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, with such reduction and/or offset subject to a cap based on a cap price initially equal to $111.1950 per share, which is subject to certain adjustments under the terms of the Capped Call. The equity-classified Capped Call is not remeasured each reporting period and are recorded as a reduction to additional paid-in-capital within shareholders’ equity when purchased.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
On July 3, 2025, we completed the Offering of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030, including the exercise in full of the initial purchasers’ over-allotment option to purchase up to an additional $100.0 million principal amount of the Notes.
Previous report — wording carried elsewhere
Interest on the Revolving Loans accrues interest at a per annum rate equal to either, the Base Rate plus 2.75% or Term SOFR plus 3.75% At all times prior to the termination of the Revolving Credit Facility, to the extent that, on any date, the outstanding aggregate principal amount of Revolving Credit Facility is less than the greater of (x) 50.0% of the revolving commitments and (y)
Previous report — wording carried elsewhere
Cash used in operating activities during the six months ended June 30, 2025 was $61.5 million, which resulted from a net loss of $110.9 million and a net change in our operating assets and liabilities of $10.4 million, offset by non-cash charges of $59.9 million. Non-cash charges primarily consisted of $48.4 million of depreciation and amortization, $45.4 million of stock-based compensation,
Previous report — wording carried elsewhere
$7.2 million of PIK interest added to principal, and $4.6 million of non-cash operating lease costs, offset by deferred income taxes of $46.2 million, and $6.0 million of gain on marketable equity securities. The net change in our operating assets and liabilities was primarily the result of a $49.2 million increase in accounts receivable due to increased sales and the timing of customer payments, offset by a $36.8 million increase in deferred revenue, which is primarily due to the Pathos Foundation Model agreement.