Tempus AI, Inc.

Previous 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."

Current wording

We primarily operate in the United States and generated total revenue of $411.5 million and $334.2 million in the three months ended September 30, 2026 and 2025, respectively, and $1,142.1 million and $904.6 million in the nine months ended September 30, 2026 and 2025, respectively. We also incurred net losses of $14.9 million and $80.0 million in the three months ended September 30, 2026 and 2025, respectively, and $135.1 million and $190.9 million in the nine months ended September 30, 2026 and 2025, respectively. We generated adjusted EBITDA of $25.6 million and $1.5 million in the three months ended September 30, 2026 and 2025, respectively, and $30.8 million and $(20.3) million in the nine months ended September 30, 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

Previous wording

On July 20, 2026, we announced that an Agreement and Plan of Merger, or the Merger Agreement, was entered into with Personalis. Under the terms of the agreement, we will acquire all outstanding shares of Personalis not already owned by us at a price of $16.25 per common share, representing a total enterprise value of $1.5 billion. The consideration is planned to consist entirely of the Company's common stock; however, the Company may elect to pay up to 50% of the aggregate consideration in cash. The closing is expected in late 2026 or early 2027, and is subject to Personalis’ shareholder approval, as well as receipt of applicable regulatory approvals and other customary closing conditions. The Merger Agreement was approved by both companies’ board of directors.

Current wording

On July 20, 2026, we announced that an Agreement and Plan of Merger, or the Merger Agreement, was entered into with Personalis. Under the terms of the agreement, we will acquire all outstanding shares of Personalis not already owned by us at a price of $16.25 per common share, representing a total enterprise value of $1.5 billion. The consideration is planned to consist entirely of our Class A common stock; however, we may elect to pay up to 50% of the aggregate consideration in cash. The closing is anticipated to be completed in the fourth quarter of 2026, and is subject to Personalis’ shareholder approval, as well as receipt of applicable regulatory approvals and other customary closing conditions. The Merger Agreement was approved by both companies’ board of directors.

Previous wording

Our net proceeds from the Offering were approximately $441.9 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 $317.9 million of the Additional Term Loan Facility and Revolving Credit Facility (as defined in “—Liquidity and Capital Resources—Credit Facilities”), which includes repayment of the principal, accrued interest, and prepayment premium and to pay approximately $31.2 million cost of the 2032 Capped Call. We expect to use the remaining net proceeds from the 2026 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 approximately $442.0 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 $317.9 million of the Additional Term Loan Facility and Revolving Credit Facility (as defined in “—Liquidity and Capital Resources—Credit Facilities”), which includes repayment of the principal, accrued interest, and prepayment premium and to pay approximately $31.2 million cost of the 2032 Capped Call. We expect to use the remaining net proceeds from the 2026 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

Specifically, we entered into a Statement of Work with AstraZeneca under the previously disclosed Master Services Agreement, dated November 17, 2021, as amended in October 2022, February 2023 and December 2023 (and as further amended from time to time, together with the Statement of Work, collectively referred to herein as the MSA). Pursuant to the MSA, (i) we will ensure that Pathos develops, and we provide AstraZeneca with, a Foundation Model which has been developed, validated, and maintained using de-identified datasets contributed by us, (ii) the Foundation Model will be developed, validated, and maintained by Pathos, (iii) AstraZeneca will pay us a fee of $35 million, and (iv) a syndicate of investors including AstraZeneca will contemporaneously execute a Stock Purchase Agreement with Pathos, or the SPA, as part of a preferred stock financing round of sufficient size given the obligations described herein.

Current wording

Specifically, we entered into a Statement of Work with AstraZeneca under the previously disclosed Master Services Agreement, dated November 17, 2021, as amended in October 2022, February 2023 and December 2023 (and as further amended from time to time, together with the Statement of Work, collectively referred to herein as the MSA). Pursuant to the MSA, (i) we will ensure that Pathos develops, and we provide AstraZeneca with, a Foundation Model which has been developed, validated, and maintained using de-identified datasets contributed by us, (ii) the Foundation Model will be developed, validated, and maintained by Pathos, (iii) AstraZeneca has paid us a fee of $35.0 million, and (iv) a syndicate of investors including AstraZeneca will contemporaneously execute a Stock Purchase Agreement with Pathos, or the SPA, as part of a preferred stock financing round of sufficient size given the obligations described herein.

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. 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.

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 $200.0 million over a three-year period, including an upfront payment of $50.0 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 have paid Pathos $35.0 million, of which $25.0 million was paid in July 2025 and $10.0 million was paid in October 2026. 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 both June 2026 and August 2026, Pathos paid $8.8 million of the data license fees in Pathos' Series D Preferred Stock, for a total of $17.5 million, 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 September 30, 2026, no dividends have been declared by the Pathos board of directors.

Previous wording

As previously disclosed, in November 2021, we entered into the MSA with AstraZeneca. Under the MSA, we agreed, on a non-exclusive basis, to provide AstraZeneca with certain of our products and services, including licensed data, sequencing, clinical trial matching, organoid modeling services, algorithm development, and others. In exchange for certain discounted prices, AstraZeneca has committed to spend a minimum of $220 million on such products and services during the term of the MSA. The term of the MSA will continue through December 31, 2026, unless terminated sooner. The minimum commitment may increase from $220 million to $320 million through December 2028 at AstraZeneca's election.

Current wording

As previously disclosed, in November 2021, we entered into the MSA with AstraZeneca. Under the MSA, we agreed, on a non-exclusive basis, to provide AstraZeneca with certain of our products and services, including licensed data, sequencing, clinical trial matching, organoid modeling services, algorithm development, and others. In exchange for certain discounted prices, AstraZeneca has committed to spend a minimum of $220.0 million on such products and services during the term of the MSA. The term of the MSA will continue through December 31, 2028, unless terminated sooner. The minimum commitment may increase from $220.0 million to $320.0 million through December 2028 at AstraZeneca's election.

Previous wording

In August 2022, we entered into a Strategic Collaboration Agreement, or, as amended in May 2024, the GSK Agreement, with GlaxoSmithKline, or GSK. Under the GSK Agreement, we agreed, on a non-exclusive basis, to provide GSK with certain of our products and services, including licensed data, sequencing, clinical trial matching, organoid modeling services, algorithm development, and others. In exchange for certain discounted prices, GSK has committed to spend a minimum of $180 million on such products and services during the term of the GSK Agreement, of which $70 million was paid upon execution. The term of the GSK Agreement will continue through December 31, 2027, unless terminated sooner. An additional commitment of up to $120 million may be triggered at GSK’s election for the years 2028, 2029 and 2030.

Current wording

In August 2022, we entered into a Strategic Collaboration Agreement, or, as amended in May 2024, the GSK Agreement, with GlaxoSmithKline, or GSK. Under the GSK Agreement, we agreed, on a non-exclusive basis, to provide GSK with certain of our products and services, including licensed data, sequencing, clinical trial matching, organoid modeling services, algorithm development, and others. In exchange for certain discounted prices, GSK has committed to spend a minimum of $180.0 million on such products and services during the term of the GSK Agreement, of which $70.0 million was paid upon execution. The term of the GSK Agreement will continue through December 31, 2027, unless terminated sooner. An additional commitment of up to $120.0 million may be triggered at GSK’s election for the years 2028, 2029 and 2030.

Previous wording

In November 2023, we entered into a Master Agreement, or the Recursion Agreement, with Recursion Pharmaceuticals, Inc., or Recursion. Under the Recursion Agreement, we agreed to provide certain of our services and to license certain data to Recursion, including a limited right to access our proprietary database of de-identified clinical and molecular data for certain therapeutic product development purposes. In exchange for these rights, Recursion will pay an initial license fee of $22 million and an annual license fee throughout the term of the agreement, which, together with the initial license fee, totals up to $160 million. The term of the Recursion Agreement will continue through November 3, 2028, unless terminated sooner. In addition to mutual rights to terminate for an uncured breach of the Recursion Agreement, Recursion may terminate the agreement for convenience after three years upon 90 days prior notice, subject to payment by Recursion of an early termination fee.

Current wording

In November 2023, we entered into a Master Agreement, or as amended, the Recursion Agreement, with Recursion Pharmaceuticals, Inc., or Recursion, which was subsequently amended in September 2026. Under the Recursion Agreement, we agreed to provide certain of our services and to license certain data to Recursion, including a limited right to access our proprietary database of de-identified clinical and molecular data for certain therapeutic product development purposes. In exchange for these rights, Recursion will pay the remaining $42.0 million ratably over the remaining three year term of the Recursion Agreement, which, together with the prior annual fees, totals up to $118.0 million. The term of the Recursion Agreement will continue through November 3, 2029. The Recursion Agreement may be terminated by either party for an uncured material breach, but is not subject to termination for convenience by either party.

Previous wording

The initial license fee and each annual license fee are payable at Recursion’s option either in the form of (x) cash, (y) shares of Recursion’s Class A common stock, or (z) a combination of cash and shares of Recursion’s Class A common stock in such proportion as is determined by Recursion in its sole discretion; provided that the aggregate number of shares of Recursion’s Class A common stock to be issued to us under the Recursion Agreement shall not exceed 19.9% of the aggregate total of shares of Recursion Class A common stock and Class B common stock outstanding on November 3, 2023, or the date immediately preceding the date any shares of Class A common stock are issued pursuant to the Recursion Agreement, whichever is less. We have customary registration rights with respect to any shares of Recursion’s Class A common stock issued pursuant to the Recursion Agreement.

Current wording

The remaining annual license fees of $14.0 million are payable at Recursion’s option either in the form of (x) a minimum of $4.0 million in cash, and (y) the remaining portion of such fee (up to $10.0 million) in cash, shares of Recursion Class A common stock, or a combination thereof, in such proportion as is determined by Recursion in its sole discretion; provided that the aggregate number of shares of Recursion’s Class A common stock to be issued to us under the Recursion Agreement shall not exceed 19.9% of the aggregate total of shares of Recursion Class A common stock and Class B common stock outstanding on November 3, 2023, or the date immediately preceding the date any shares of Class A common stock are issued pursuant to the Recursion Agreement, whichever is less. We have customary registration rights with respect to any shares of Recursion’s Class A common stock issued pursuant to the Recursion Agreement.

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 $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.

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 $46.0 million and $45.0 million during the three months ended September 30, 2026 and 2025, respectively, and $146.9 million and $122.5 million during the nine months ended September 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

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.

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 $45.7 million and $38.1 million during the three months ended September 30, 2026 and 2025, respectively, and $135.6 million and $106.0 million, in the nine months ended September 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

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.

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, which are recorded within Marketable equity securities, and Personalis, which are recorded within Marketable equity securities, less current portion. These shares are marked to market each reporting period.

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

(Losses) gains 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 Diagnostics revenue for the three 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 Hereditary tests. Volume of tests increased from approximately 212,000 tests for the three months ended June 30, 2025 to approximately 238,000 tests for the three months ended June 30, 2026.

Current wording

The increase in Diagnostics revenue for the three months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase in the number of Oncology tests and Hereditary tests. Volume of tests increased from approximately 217,000 tests for the three months ended September 30, 2025 to approximately 244,500 tests for the three months ended September 30, 2026.

Previous 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.

Current wording

Oncology tests increased from approximately 77,000 tests for the three months ended September 30, 2025 to approximately 101,500 tests for the three months ended September 30, 2026. Oncology revenue increased $38.1 million, primarily due to the increase in the volume of clinical oncology tests performed.

Previous wording

Hereditary tests increased from approximately 138,500 tests for the three months ended June 30, 2025 to approximately 141,500 tests for the three months ended June 30, 2026. The increase is primarily due to the increase in volume of hereditary tests performed and an increase in ASP, which resulted in an increase of $5.4 million.

Current wording

Hereditary tests increased from approximately 140,000 tests for the three months ended September 30, 2025 to approximately 143,000 tests for the three months ended September 30, 2026. The increase is primarily due to the increase in volume of hereditary tests performed and an increase in ASP, which resulted in an increase of $3.7 million.

Previous wording

The remaining increase of $4.5 million is due to growth in our other product lines within Diagnostics.

Current wording

The remaining increase of $8.7 million is due to growth in our other product lines within Diagnostics.

Previous 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.

Current wording

The increase in Data and applications revenue for the three months ended September 30, 2026, compared to the same period in 2025, was driven primarily by an increase of $19.9 million and $6.4 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 September 30, 2026 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 prior to the three months ended September 30, 2026.

Previous wording

The increase in Cost of revenues, Diagnostics for the three months ended June 30, 2026, compared to the same period in 2025, was primarily due to increases of $3.9 million in material and service costs, $3.1 million in personnel-related costs, and $2.2 million of stock-based compensation expense.

Current wording

The increase in Cost of revenues, Diagnostics for the three months ended September 30, 2026, compared to the same period in 2025, was primarily due to increases of $10.6 million in material and service costs, $3.6 million in personnel-related costs, and $1.4 million of stock-based compensation expense.

Previous 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.

Current wording

The increase in Cost of revenues, Data and applications for the three months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $4.4 million in costs related to development of foundation model.

Previous wording

The increase in Technology research and development expenses for the three months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $5.3 million of stock-based compensation expenses and increase of $4.6 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business.

Current wording

The increase in Technology research and development expenses for the three months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $4.7 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business and $2.5 million of stock-based compensation expenses.

Previous wording

The increase in Research and development expenses for the three months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $3.4 million in validation and regulatory costs, $2.9 million of stock-based compensation expense, $1.7 million in personnel-related costs for employees in our research and development group, $1.3 million of outside services costs related to clinical studies, and $1.2 million of cloud costs.

Current wording

The increase in Research and development expenses for the three months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $2.2 million of stock-based compensation expense and $1.5 million of validation and regulatory costs, which is offset by a decrease of $2.3 million in personnel-related costs for employees in our research and development group.

Previous wording

The increase in Selling, general and administrative expenses for the three months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $20.9 million of stock-based compensation expenses, $14.2 million in personnel-related costs, $5.2 million in software and tools costs, $4.9 million in cloud storage costs, and $4.5 million in legal costs. The increase is offset by a decrease of $2.4 million of franchise tax, and $1.0 million in acquisition costs.

Current wording

The increase in Selling, general and administrative expenses for the three months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $12.5 million in cloud storage costs, $7.7 million of stock-based compensation expenses, $6.9 million in software and tools costs, $6.4 million in legal costs, $3.1 million in acquisition costs, $1.2 million in personnel-related costs, and $1.0 million in taxes related to the settlement of RSUs.

Previous wording

The increase in Interest income for the six months ended June 30, 2026, compared to the same period in 2025, increased primarily due to higher cash on hand as of June 30, 2026 compared to June 30, 2025.

Current wording

The decrease in Interest income for the three months ended September 30, 2026, compared to the same period in 2025, was not material.

Previous wording

The decrease in Interest expense for the three months ended June 30, 2026, compared to the same period in 2025 is due to a decrease of $14.0 million as a result of the prepayment of the Additional Term Loan Facility and Revolving Credit Facility in July 2025 and May 2026. The decrease is offset by additional interest expense from the Notes, which resulted in an increase of $3.0 million.

Current wording

The decrease in Interest expense for the three months ended September 30, 2026, compared to the same period in 2025 is due to a decrease of $9.2 million as a result of the prepayment of the Additional Term Loan Facility and Revolving Credit Facility in July 2025 and May 2026. The decrease is offset by additional interest expense from the Notes, which resulted in an increase of $0.8 million.

Previous wording

The change in Loss on debt extinguishment for the three months ended June 30, 2026, compared to the same period in 2025, was driven by the repayment of the Additional Term Loan Facility and Revolving Credit Facility in May 2026, which includes repayment of the principal, accrued interest, and prepayment premium. The repayment resulted in a loss on debt extinguishment of $11.6 million.

Current wording

The change in Loss on debt extinguishment for the three months ended September 30, 2026, compared to the same period in 2025, was driven by the repayment of the Term Loan Facility in July 2025, which includes repayment of the principal, accrued interest, and prepayment premium. The repayment resulted in a loss on debt extinguishment of $12.0 million.

Previous wording

The change in Other income, net for the three months ended June 30, 2026, compared to the same period in 2025, was primarily driven by a $60.7 million increase in income related to unrealized gains on marketable equity securities.

Current wording

The change in Other income, net for the three months ended September 30, 2026, compared to the same period in 2025, was primarily driven by a $44.0 million increase in income related to unrealized gains on marketable equity securities.

Previous wording

The increase in revenue for the six 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.

Current wording

The increase in revenue for the nine months ended September 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

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.

Current wording

The increase in Diagnostics revenue for the nine months ended September 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 (the “Ambry Acquisition”) in February 2025. Volume of tests increased from approximately 582,000 tests for the nine months ended September 30, 2025 to approximately 700,500 tests for the nine months ended September 30, 2026, of which 417,000 tests related to Hereditary testing.

Previous wording

Oncology tests increased from approximately 140,500 tests for the six months ended June 30, 2025 to approximately 182,000 tests for the six months ended June 30, 2026. Oncology revenue increased $69.0 million, primarily due to the increase in the volume of clinical oncology tests performed.

Current wording

Oncology tests increased from approximately 217,500 tests for the nine months ended September 30, 2025 to approximately 283,500 tests for the nine months ended September 30, 2026. Oncology revenue increased $107.1 million, primarily due to the increase in the volume of clinical oncology tests performed.

Previous 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.

Current wording

Hereditary tests increased from approximately 364,500 tests for the nine months ended September 30, 2025 to approximately 417,000 tests for the nine months ended September 30, 2026 due to the Ambry Acquisition. The increase is primarily due to the inclusion of Ambry for the full period and resulted in an increase of $42.4 million.

Previous wording

The remaining increase of $7.1 million is due to growth in our other product lines within Diagnostics.

Current wording

The remaining increase of $15.8 million is due to growth in our other product lines within Diagnostics.

Previous wording

The increase in Data and applications revenue for the six months ended June 30, 2026, compared to the same period in 2025, was driven primarily by an increase of $42.3 million and $3.6 million from increased demand for our Insights and Next products, respectively. Across all Data and applications products, the increase in revenue in the six 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 six months ended June 30, 2025.

Current wording

The increase in Data and applications revenue for the nine months ended September 30, 2026, compared to the same period in 2025, was driven primarily by an increase of $62.2 million and $10.0 million from increased demand for our Insights and Next products, respectively. Across all Data and applications products, the increase in revenue in the nine months ended September 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 prior to the nine months ended September 30, 2026.

Previous 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.

Current wording

The increase in Cost of revenues, Diagnostics for the nine months ended September 30, 2026, compared to the same period in 2025, was primarily due to increases of $20.6 million in material and service costs, of which $3.5 million is due to the Ambry Acquisition, $14.8 million in personnel-related costs, of which $6.6 million is due to the Ambry Acquisition, $4.7 million of stock-based compensation expense, and $2.3 million in cloud processing costs.

Previous wording

The increase in Cost of revenues, Data and applications for the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to an increase of $9.9 million in cloud costs, $2.9 million in costs related to development of foundation model, $2.8 million in clinical studies costs, and $1.2 million in stock-based compensation.

Current wording

The increase in Cost of revenues, Data and applications for the nine months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $9.4 million in cloud costs, $7.3 million in costs related to development of foundation model, $3.0 million in clinical studies costs, and $1.5 million in stock-based compensation.

Previous 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.

Current wording

The increase in Technology research and development expenses for the nine months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $14.0 million of stock-based compensation expenses and increase of $14.8 million in personnel-related costs associated with the investment in our cloud infrastructure and new lines of business, of which $3.1 million is due to the Ambry Acquisition.

Previous 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.

Current wording

The increase in Research and development expenses for the nine months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $7.7 million of stock-based compensation expense, $6.0 million in personnel-related costs for employees in our research and development group, $5.7 million of cloud costs, of which $2.7 million is due to the Ambry Acquisition, $5.6 million of validation and regulatory costs, and $1.2 million in modeling costs. The increase is offset by a decrease of $3.5 million in lab costs.

Previous 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.

Current wording

The increase in Selling, general and administrative expenses for the nine months ended September 30, 2026, compared to the same period in 2025, was primarily due to an increase of $47.5 million of stock-based compensation expenses, $33.4 million in personnel-related costs, of which $12.9 million is due to the Ambry Acquisition, $22.6 million in cloud storage costs, $19.1 million in software and tools costs, $13.0 million in legal costs, $5.5 million in amortization of intangibles acquired from the Ambry Acquisition, $2.4 million in rent expense.

Previous wording

The increase in Interest income for the three months ended June 30, 2026, compared to the same period in 2025, increased primarily due to higher cash on hand as of June 30, 2026 compared to June 30, 2025.

Current wording

The increase in Interest income for the nine months ended September 30, 2026, compared to the same period in 2025, is primarily due to higher average cash balances during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous 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.

Current wording

The decrease in Interest expense for the nine months ended September 30, 2026, compared to the same period in 2025, is due to a decrease of $29.4 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 $6.4 million.