{"url_path":"/sec/tem/8-k/2026-05-13/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sale of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1717115/0001193125-26-220115-index.html","accession_number":"0001193125-26-220115","cik":"0001717115","ticker":"TEM","issuer_name":"Tempus AI, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1717115/0001193125-26-220115-index.html","primary_entity_key":"0001717115","primary_entity_name":"Tempus AI, Inc."},"word_count":280,"has_tables":true,"body_markdown":"Item 3.02 Unregistered Sale of Equity Securities.\n\nThe information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\nThe Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated May 7, 2026 by and among the Company and the initial purchasers.\n\nThe Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.\n\nTo the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 9,298,532 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 20.2142 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions."}