---
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"
generated_at: "2026-05-13T10:08:48.011069+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-220115
- JSON: https://secwatch.observer/filing/0001193125-26-220115.json
- Plain text: https://secwatch.observer/filing/0001193125-26-220115.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1717115/000119312526220115/0001193125-26-220115-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.