Tempus AI closes $460M 0% convertible notes due 2032; repays $307.7M credit facility

Tempus AI, Inc.

Issued $460M aggregate principal of 0.00% Convertible Senior Notes due 2032, conversion price ~$69.26/share.
Net proceeds of ~$441.9M; used $307.7M to repay outstanding loans under senior secured credit facilities.
Paid ~$31.2M for capped call transactions to reduce potential dilution upon conversion.
Conversion rate initially 14.4388 shares per $1,000; notes redeemable at par after May 21, 2029 under conditions.
Credit Agreement with Ares Capital terminated upon repayment in full on May 12, 2026.

item 1.01 item 1.02 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Tempus AI, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $460.0 million aggregate principal amount (effective 2026-05-12).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $460.0 million aggregate principal amount
Effective: 2026-05-12

Exact text from the filing

On May 12, 2026, Tempus AI, Inc. (the “ Company ”) completed its previously announced private offering (the “ Offering ”) of $460.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “ Notes ”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $60.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated May 12, 2026 (the “ Indenture ”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

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Tempus AI, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-220115

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