{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-220115","form_type":"8-K","ticker":"TEM","cik":"0001717115","company_name":"Tempus AI, Inc.","filed_at":"2026-05-12T23:18:38+00:00","discovered_at":"2026-05-13T10:05:00.314314+00:00","generated_at":"2026-05-13T10:08:48.011069+00:00","sec_items":["1.01","1.02","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Tempus AI closes $460M 0% convertible notes due 2032; repays $307.7M credit facility","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-220115","json":"https://secwatch.observer/filing/0001193125-26-220115.json","markdown":"https://secwatch.observer/filing/0001193125-26-220115.md","text":"https://secwatch.observer/filing/0001193125-26-220115.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1717115/000119312526220115/0001193125-26-220115-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1717115/000119312526220115/d117982d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-13T10:08:48.011069+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"357e4b7af24e385e8f7cf849cc58e0758308579c","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1717115/000119312526220115/0001193125-26-220115-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Value","value":"$460.0 million aggregate principal amount"},{"label":"Effective","value":"2026-05-12"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}