Tempus AI, Inc.

Previous wording

We primarily operate in the United States and generated total revenue of $348.1 million and $255.7 million in the three months ended March 31, 2026 and 2025, respectively. We also incurred net losses of $125.9 million and $68.0 million in the three months ended March 31, 2026 and 2025, respectively. We generated adjusted EBITDA of $(2.8) million and $(16.2) million in the three months ended March 31, 2026 and 2025, 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 $382.5 million and $314.6 million in the three months ended June 30, 2026 and 2025, respectively, and $730.6 million and $570.4 million in the six months ended June 30, 2026 and 2025, respectively. We also incurred net income (losses) of $5.6 million and $(42.8) million in the three months ended June 30, 2026 and 2025, respectively, and $(120.3) million and $(110.9) million in the six months ended June 30, 2026 and 2025, respectively. We generated adjusted EBITDA of $8.0 million and $(5.6) million in the three months ended June 30, 2026 and 2025, respectively, and $5.2 million and $(21.8) million in the six months ended June 30, 2026 and 2025, respectively. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of adjusted EBITDA to net income (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."

Previous wording

We also entered into an Order Form with Pathos under the previously disclosed Amended and Restated Master Agreement, restated effective February 12, 2024, (the Amended and Restated Master Agreement and the Order Form collectively referred to herein as the “Pathos Master Agreement”). Pursuant to the Pathos Master Agreement, (i) Pathos will be responsible for Foundation Model development activities under the MSA, (ii) we will license Pathos a comprehensive de-identified multi-modal dataset for the sole purpose of assisting in the development and training of the Foundation Model under the MSA, (iii) Pathos will pay us data license fees of $200 million over a three-year period, including an upfront payment of $50 million that has been paid as of April 2025 (iv) we will receive a license to use the Foundation Model upon its completion (with certain field restrictions and the right of sublicense to AstraZeneca), and (v) in consideration of Pathos’ commitments under the Pathos Master Agreement, we will pay Pathos $35 million, of which $25 million has been paid to date. Pathos, in its sole discretion, may pay up to 50% of the data license fees owed to us in shares of Pathos’ Series D Preferred Stock.

Current wording

We also entered into an Order Form with Pathos under the previously disclosed Amended and Restated Master Agreement, restated effective February 12, 2024, (the Amended and Restated Master Agreement and the Order Form collectively referred to herein as the “Pathos Master Agreement”). Pursuant to the Pathos Master Agreement, (i) Pathos will be responsible for Foundation Model development activities under the MSA, (ii) we will license Pathos a comprehensive de-identified multi-modal dataset for the sole purpose of assisting in the development and training of the Foundation Model under the MSA, (iii) Pathos will pay us data license fees of $200 million over a three-year period, including an upfront payment of $50 million that has been paid as of April 2025 (iv) we will receive a license to use the Foundation Model upon its completion (with certain field restrictions and the right of sublicense to AstraZeneca), and (v) in consideration of Pathos’ commitments under the Pathos Master Agreement, we will pay Pathos $35 million, of which $25 million has been paid to date. Pathos, in its sole discretion, may pay up to 50% of the data license fees owed to us in shares of Pathos’ Series D Preferred Stock. In June 2026, Pathos paid $8.8 million of the data license fees in Pathos' Series D Preferred Stock, which is presented in Investment in related party on the condensed consolidated balance sheets and recorded under the measurement alternative for equity investments. As part of the transaction, we became a party to Pathos’ standard investment documents. The Pathos' Series D Preferred Stock is entitled to cumulative dividends at an annual rate of 5.0%. As of June 30, 2026, no dividends have been declared by the Pathos board of directors.

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 $48.2 million and $35.9 million during the three months ended March 31, 2026 and 2025 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 $52.6 million and $41.6 million during the three months ended June 30, 2026 and 2025, respectively, and $100.9 million and $77.5 million during the six months ended June 30, 2026 and 2025 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 Diagnostics, 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 and applications, 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 and 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 250 biotech companies, as well as 19 of the 20 largest public pharmaceutical companies based on 2025 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 Diagnostics, 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 and applications, 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 and demonstrating the utility of these algorithms in a clinical setting. Since our inception, our offerings have been used by more than 9,000 physicians and we have worked with over 250 biotech companies, as well as 19 of the 20 largest public pharmaceutical companies based on 2025 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 $45.9 million and $33.4 million, in the three months ended March 31, 2026 and 2025, 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 $43.9 million and $34.5 million during the three months ended June 30, 2026 and 2025, respectively, and $89.9 million and $67.9 million, in the six months ended June 30, 2026 and 2025, 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

Interest expense consists primarily of interest from our Second Amended Note, Credit Facilities, and Notes (each as defined in “—Liquidity and Capital Resources”). Interest expense related to our Second Amended Note will continue, but should decrease over time as the principal amount decreases. Interest expense related to the Credit Facilities will continue, but decreased as a result of the prepayment of the Term Loan Facility in July 2025.

Current wording

Interest expense consists primarily of interest from our Second Amended Note, Credit Facilities, and Notes (each as defined in “—Liquidity and Capital Resources”). Interest expense related to our Second Amended Note will continue, but should decrease over time as the principal amount decreases. Subsequent to May 2026, there will be no additional interest expense related to the Credit Facilities as a result of the prepayment of the Credit Facilities in July 2025 and May 2026.

Previous wording

Other expense, netconsists of foreign currency exchange gains and losses, gains and losses on marketable equity securities, income from the Intellectual Property Agreement, or the IP License Agreement, with SB Tempus Corp., or SB Tempus. Foreign currency exchange gains and losses relate to transactions and asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates. We hold shares of common stock of Recursion and Personalis, Inc., or Personalis, which are recorded within marketable equity securities. These shares are marked to market each reporting period.

Current wording

Other income, netconsists of foreign currency exchange gains and losses, gains and losses on marketable equity securities, income from the Intellectual Property Agreement, or the IP License Agreement, with SB Tempus Corp., or SB Tempus. Foreign currency exchange gains and losses relate to transactions and asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates. We hold shares of common stock of Recursion and Personalis, which are recorded within marketable equity securities. These shares are marked to market each reporting period.

Previous wording

Benefit from income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business, as adjusted for non-deductible expenses, and changes in the valuation of our deferred tax assets and liabilities. We maintain a full valuation allowance on our U.S. federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

Current wording

(Provision for) benefit from income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business, as adjusted for non-deductible expenses, and changes in the valuation of our deferred tax assets and liabilities. We maintain a full valuation allowance on our U.S. federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.

Previous wording

The increase in revenue for the three months ended March 31, 2026, compared to the same period in 2025, was due to increased volume of clinical oncology and hereditary tests performed in Diagnostics and increased data deliveries in our Data and applications product line. Beginning in 2026, xG (hereditary testing sold to oncologists) volumes and associated revenues are reported within Hereditary, which was applied to 2025 volumes and associated revenues. For comparative purposes, xG volumes were 10,500, 10,500 and 11,000 for three months ended June 30, 2025, September 30, 2025 and December 31, 2025, respectively.

Current wording

The increase in revenue for the three months ended June 30, 2026, compared to the same period in 2025, was due to increased volume of clinical oncology and hereditary tests performed in Diagnostics and increased data deliveries in our Data and applications product line. Beginning in 2026, xG (hereditary testing sold to oncologists) volumes and associated revenues are reported within Hereditary, which was applied to 2025 volumes and associated revenues.

Previous wording

Oncology tests increased from approximately 67,000 tests for the three months ended March 31, 2025 to approximately 85,500 tests for the three months ended March 31, 2026. Oncology revenue increased $34.0 million, primarily due to the increase in the volume of clinical oncology tests performed.

Current wording

Oncology tests increased from approximately 73,500 tests for the three months ended June 30, 2025 to approximately 96,500 tests for the three months ended June 30, 2026. Oncology revenue increased $37.5 million, primarily due to the increase in the volume of clinical oncology tests performed.

Previous wording

The increase in Data and applications revenue for the three months ended March 31, 2026, compared to the same period in 2025, was driven primarily by an increase of $21.8 million and $3.0 million from increased demand for our Insights and Next products, respectively. Across all Data and applications products, the increase in revenue in the three months ended March 31, 2026 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 March 31, 2025.

Current wording

The increase in Data and applications revenue for the three months ended June 30, 2026, compared to the same period in 2025, was driven primarily by an increase of $20.5 million from increased demand for our Insights products. Across all Data and applications products, the increase in revenue in the three months ended June 30, 2026 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 June 30, 2025.

Previous wording

The increase in Cost of revenues, Data and applications for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase of $5.9 million in cloud costs, $1.1 million in royalty fees, and $0.9 million in stock-based compensation.

Current wording

The increase in Cost of revenues, Data and applications for the three months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $4.0 million in cloud costs, $2.9 million in costs related to development of foundation model, and $1.4 million in clinical studies costs.

Previous wording

The change in Other expense, net for the three months ended March 31, 2026, compared to the same period in 2025, was not material.

Current wording

The change in provision for income tax expense for the three months ended June 30, 2026, compared to the same period in 2025, was not material.

Previous wording

The increase in Diagnostics revenue for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry in February 2025. Volume of tests increased from approximately 153,000 tests for the three months ended March 31, 2025 to approximately 218,000 tests for the three months ended March 31, 2026, of which 132,500 tests related to Hereditary testing.

Current wording

The increase in Diagnostics revenue for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase in the number of Oncology tests and the addition of Hereditary tests through the acquisition of Ambry in February 2025. Volume of tests increased from approximately 365,000 tests for the six months ended June 30, 2025 to approximately 456,000 tests for the six months ended June 30, 2026, of which 274,000 tests related to Hereditary testing.

Previous wording

Hereditary tests increased from approximately 86,000 tests for the three months ended March 31, 2025 to approximately 132,500 tests for the three months ended March 31, 2026 due to the acquisition of Ambry in February 2025. The increase is primarily due to the inclusion of Ambry for the full quarter and resulted in an increase of $33.3 million.

Current wording

Hereditary tests increased from approximately 224,500 tests for the six months ended June 30, 2025 to approximately 274,000 tests for the six months ended June 30, 2026 due to the acquisition of Ambry in February 2025. The increase is primarily due to the inclusion of Ambry for the full period and resulted in an increase of $38.7 million.

Previous wording

The increase in Cost of revenues, Diagnostics for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to increases of $8.0 million in personnel-related costs, of which $4.5 million is due to the Ambry Acquisition that occurred in February 2025, $5.7 million in material and service costs, of which $6.6 million is due to the Ambry Acquisition that occurred in February 2025, and $1.1 million of stock-based compensation expense.

Current wording

The increase in Cost of revenues, Diagnostics for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to increases of $11.2 million in personnel-related costs, of which $5.5 million is due to the Ambry Acquisition that occurred in February 2025, $10.0 million in material and service costs, of which $3.1 million is due to the Ambry Acquisition that occurred in February 2025, and $3.3 million of stock-based compensation expense.

Previous wording

The increase in Technology research and development expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase of $6.2 million of stock-based compensation expenses and increase of $5.5 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $2.6 million is due to the Ambry Acquisition that occurred in February 2025.

Current wording

The increase in Technology research and development expenses for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $11.5 million of stock-based compensation expenses and increase of $10.1 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $2.9 million is due to the Ambry Acquisition that occurred in February 2025.

Previous wording

The increase in Research and development expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase of $6.6 million in personnel-related costs for employees in our research and development group, of which $4.3 million is due to the Ambry Acquisition that occurred in February 2025, $2.6 million of stock-based compensation expense, and $1.6 million of cloud costs, of which $0.9 million is due to the Ambry Acquisition that occurred in February 2025.

Current wording

The increase in Research and development expenses for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $8.3 million in personnel-related costs for employees in our research and development group, of which $4.1 million is due to the Ambry Acquisition that occurred in February 2025, $5.5 million of stock-based compensation expense, $4.1 million of validation and regulatory costs, $2.8 million of cloud costs, of which $0.8 million is due to the Ambry Acquisition that occurred in February 2025, and $1.5 million of outside services costs related to clinical studies.

Previous wording

The increase in Selling, general and administrative expenses for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to an increase of $18.9 million of stock-based compensation expenses, $18.0 million in personnel-related costs, of which $10.3 million is due to the Ambry Acquisition that occurred in February 2025, $5.7 million in amortization of intangibles acquired from the Ambry Acquisition, $7.0 million in software and tools costs, of which $1.6 million is due to the Ambry Acquisition that occurred in February 2025, $5.2 million in cloud storage costs, $2.2 million due to the inclusion of other Ambry costs for the full quarter, and $2.1 million in legal costs. The increase is offset by a decrease in $3.5 million in acquisition costs and $3.0 million in taxes related to the settlement of RSUs.

Current wording

The increase in Selling, general and administrative expenses for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $39.8 million of stock-based compensation expenses, $32.2 million in personnel-related costs, of which $15.6 million is due to the Ambry Acquisition that occurred in February 2025, $12.2 million in software and tools costs, of which $1.4 million is due to the Ambry Acquisition that occurred in February 2025, $10.1 million in cloud storage costs, $6.6 million in legal costs, and $5.5 million in amortization of intangibles acquired from the Ambry Acquisition. The increase is offset by a decrease in $4.5 million in acquisition costs and $3.0 million in taxes related to the settlement of RSUs.

Previous wording

The decrease in Interest expense for the three months ended March 31, 2026, compared to the same period in 2025, is due to a decrease of $6.2 million as a result of the prepayment of the Term Loan Facility in July 2025, leaving only the Additional Term Loan Facility and Revolving Credit Facility outstanding after the prepayment. The decrease is offset by additional interest expense from the Notes, which resulted in an increase of $2.5 million.

Current wording

The decrease in Interest expense for the six months ended June 30, 2026, compared to the same period in 2025, is due to a decrease of $20.2 million as a result of the prepayment of the Term Loan Facility in July 2025 and of the Additional Term Loan Facility and Revolving Credit Facility in May 2026. The decrease is offset by additional interest expense from the Notes, which resulted in an increase of $5.6 million.

Previous wording

The change in provision for income tax benefit for the three months ended March 31, 2026, compared to the same period in 2025, was due to a $46.2 million discrete tax benefit recorded in the prior period 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 of our net deferred tax assets.

Current wording

The change in provision for income tax (expense) benefit for the six months ended June 30, 2026, compared to the same period in 2025, was due to a $46.2 million discrete tax benefit recorded in the prior period 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 of our net deferred tax assets.

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) benefit from income taxes, (v) losses from equity method investments, (vi) changes in fair value of our marketable equity securities and indemnity-related holdback liabilities, (vii) stock-based compensation expense, (viii) employer payroll tax related to stock-based compensation expense, (ix)acquisition-related expenses, and (x) amortization of deferred other income from our IP License Agreement with SB Tempus. 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) losses from equity method investments, (vi) changes in fair value of our marketable equity securities 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) amortization of deferred other income from our IP License Agreement with SB Tempus, (xi) franchise taxes related to our IPO, and (xii) 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

Because of these limitations, we consider, and you should consider, adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results. A reconciliation of our adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP, is provided below. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to their most directly comparable GAAP financial measure.

Current wording

Because of these limitations, we consider, and you should consider, adjusted EBITDA alongside other financial performance measures, including net income (loss) and our other GAAP results. A reconciliation of our adjusted EBITDA to net income (loss), the most directly comparable financial measure stated in accordance with GAAP, is provided below. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to their most directly comparable GAAP financial measure.

Previous wording

Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three months ended March 31, 2026 and 2025.

Current wording

Acquisition related expenses consist of legal, diligence, accounting, and financing costs incurred for acquisitions during the three and six months ended June 30, 2026 and 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 March 31, 2026, we had cash, cash equivalents and restricted cash of $525.9 million.

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 June 30, 2026, we had cash, cash equivalents and restricted cash of $604.3 million.

Previous wording

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 wording

On July 3, 2025, we completed a private offering, or the 2025 Offering, of $750.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2030, or the 2030 Notes. Our net proceeds from the 2025 Offering were $725.7 million, after deducting the initial purchasers' discount and commissions and offering expenses payable by us.

Previous 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:

Current wording

The 2030 Notes are general unsecured obligations of ours and will mature on July 15, 2030. Interest on the 2030 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 2030 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

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 wording

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 2030 Notes on each applicable trading day;

Previous wording

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 wording

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 2030 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 2030 Notes on each such trading day;

Previous wording

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 wording

If we call the 2030 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

Previous wording

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 wording

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 2030 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.

Previous wording

The conversion rate for the Notes 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.

Current wording

The conversion rate for the 2030 Notes is 11.8778 shares of Class A common stock per $1,000 principal amount of 2030 Notes, which is equivalent to an initial conversion price of approximately $84.19 per share of our Class A common stock. The conversion rate is subject to adjustment under certain circumstances.

Previous wording

On or after July 20, 2028, we may redeem for cash all or any portion of the Notes if the last reported sale price of our Class A common stock has been at least 130% of the conversion price for the Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest. If we redeem less than all the outstanding Notes, at least $100.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption. No sinking fund is provided for the Notes.

Current wording

On or after July 20, 2028, we may redeem for cash all or any portion of the 2030 Notes if the last reported sale price of our Class A common stock has been at least 130% of the conversion price for the 2030 Notes for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest. If we redeem less than all the outstanding 2030 Notes, at least $100.0 million aggregate principal amount of 2030 Notes must be outstanding and not subject to redemption. No sinking fund is provided for the 2030 Notes.

Previous wording

If we undergo a fundamental change (as defined in the indenture governing the Notes), then, subject to certain conditions and exceptions, noteholders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date.

Current wording

If we undergo a fundamental change (as defined in the indenture governing the 2030 Notes), then, subject to certain conditions and exceptions, noteholders may require us to repurchase for cash all or any portion of their 2030 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date.

Previous wording

In connection with the pricing of the Notes on June 30, 2025, and in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes on July 1, 2025, we entered into capped call transactions, or the Capped Call, effective as of July 3, 2025, 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 Capped Calls have an initial strike price of approximately $84.19 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls cover, subject to anti-dilution adjustments, approximately 8,908,350 shares of our Class A common stock.

Current wording

In connection with the pricing of the 2030 Notes on June 30, 2025, and in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes on July 1, 2025, we entered into capped call transactions, or the 2030 Capped Call, effective as of July 3, 2025, with one of the initial purchasers and certain other financial institutions. The 2030 Capped Call is expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the 2030 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2030 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 2030 Capped Call. The 2030 Capped Calls have an initial strike price of approximately $84.19 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2030 Notes. The 2030 Capped Call cover, subject to anti-dilution adjustments, approximately 8,908,350 shares of our Class A common stock.

Previous wording

Additionally, we paid approximately $41.8 million cost of the Capped Call from the proceeds of the Offering. 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

Additionally, we paid approximately $41.8 million cost of the 2030 Capped Call from the proceeds of the 2025 Offering. We expect to use the remaining net proceeds from the 2025 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

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 wording

The Term Loans and Revolving Credit Facility, or together with the Term Loan Facility, 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.

Previous wording

The Term Loans are subject to quarterly interest payments, which bears interest based on Term SOFR. Additionally, we may make either a paid-in-kind, or PIK, election or a Cash election. Pursuant to the Original Credit Agreement, as amended by the Fourth Amendment Agreement, or the Credit Agreement, interest on the Term Loans accrues at a per annum rate as follows: (i) for any interest period for which we elect to pay interest in cash, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin ranging from 6.75% to 7.75%, respectively, and (ii) for any interest period for which we elect to pay interest in kind, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin of 5%, respectively, and the PIK interest rate will be

Current wording

The Term Loans are subject to quarterly interest payments, which bears interest based on Term SOFR. Additionally, we may make either a paid-in-kind, or PIK, election or a Cash election. Pursuant to the Original Credit Agreement, as amended by the Fourth Amendment Agreement, or the Credit Agreement, interest on the Term Loans accrues at a per annum rate as follows: (i) for any interest period for which we elect to pay interest in cash, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin ranging from 6.75% to 7.75%, respectively, and (ii) for any interest period for which we elect to pay interest in kind, the cash interest rate for Term SOFR borrowings will be Term SOFR plus a margin of 5%, respectively, and the PIK interest rate will be 3.25%.

Previous wording

Interest on the Revolving Loans accrues interest at a per annum rate equal to 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) $50.0 million, the amount of interest payable on the Revolving Loans shall be equal to the amount of interest that would be payable had the outstanding principal amount of Revolving Loans equaled the greater of (x) 50.0% of the revolving commitments and (y) $50.0 million, or the Minimum Revolving Interest Amount. A commitment fee will accrue on the unused amount of the Revolving Credit Facility at a per annum rate of 0.50%; provided, however, that no such fee shall accrue to the extent we are being charged the Minimum Revolving Interest Amount.

Current wording

Interest on the Revolving Loans accrues interest at a per annum rate equal to Term SOFR plus 3.75%.

Previous wording

In July 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 wording

In July 2025, the Company repaid in full the principal amount of the Term Loan Facility for $276.9 million. In May 2026, the Company repaid in full the principal amount for $307.7 million of the Additional Term Loan Facility and Revolving Credit Facility. In connection with this repayment, the Credit Agreement, as amended, and all guarantee and security documents executed in connection therewith, were terminated. No amounts under the Credit Facilities remain outstanding as of June 30, 2026.