TEM · 10-K filed 24 Feb 2026 · year to 31 Dec 2025

Tempus AI

33 named things its latest annual report says its results depend on, each in the company's own words. 18 of them are also named by other companies we've read.

Read the filing on SEC.gov ↗

Customers

Three largest Data and applications customers

concentrated in · $132.7 million, or approximately 42% and 10%, of our Data and applications product line revenue and total revenuenamed as a risk

For the year ended December 31, 2025, we derived $132.7 million, or approximately 42% and 10%, of our Data and applications product line revenue and total revenue, respectively, from three customers.Risk factors (Item 1A)

Pathos AI, Inc.

earns from · $200 million over a three-year periodnamed as a risk

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.Business (Item 1)

AstraZeneca

earns from · minimum of $220 million

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.Business (Item 1)

Also named by AMGN, IONS

GlaxoSmithKline (GSK)

earns from · minimum of $180 million

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.Business (Item 1)

Also named by ARWR, MRNA

Recursion Pharmaceuticals, Inc.

earns from · up to $160 million

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.Business (Item 1)

Commercial payers

earns fromnamed as a risk

In addition, we receive a substantial portion of our diagnostic revenue from a limited number of third-party commercial payers, most of which have not contracted with us to be a participating provider.Risk factors (Item 1A)

Also named by GH

Suppliers

Illumina, Inc.

depends on · approximately 33%, 39% and 33% of total vendor paymentsnamed as a risk

We rely on Illumina as the sole supplier of the sequencers and as the sole provider of maintenance and repair services for these sequencers.Risk factors (Item 1A)

Also named by GH, NTRA, WGS

Partners and platforms

SB Tempus Corp. (SoftBank joint venture)

operates in · ¥15 billion ($95.2 million)named as a risk

The Joint Venture closed on July 18, 2024, at which time we and SoftBank each contributed ¥15 billion ($95.2 million).Risk factors (Item 1A)

Google Cloud Platform

depends onnamed as a risk

In addition, we currently use the Google Cloud Platform, or Google Cloud, for a substantial portion of our computing, storage, data processing, networking and other services.Risk factors (Item 1A)

Also named by CRWV, DDOG, DOCN, EXTR, FFIV, INTU, MDB, MELI and 5 more

Personalis, Inc.

In November 2023, we entered into a Commercialization and Reference Laboratory Agreement with Personalis, Inc., or Personalis, pursuant to which we began marketing Personalis’ Personal Dx test in the United States initially in non-small cell lung cancer and breast cancer, as well as IO treatment response monitoring.Business (Item 1)

Other companies

Ares Capital Corporation

$206.0 million outstanding in term loans and $100.0 million outstanding in revolving credit facilitynamed as a risk

We are party to a credit agreement with Ares Capital Corporation, under which we have $206.0 million outstanding in term loans and $100.0 million outstanding in revolving credit facility as of December 31, 2025.Risk factors (Item 1A)

Also named by ARES, MRNA

Google LLC convertible note

$208.7 millionnamed as a risk

requiring us to repay the principal and accrued interest on the Second Amended Note if we terminate our agreement with Google for use of Google Cloud or as a result of an event of default under the operating covenants in the Second Amended Note, or requiring us to repay the principal and accrued interest on the Additional Term Loan Facility and/or the Revolving Credit Facility in an event of default under the covenants of the Credit Agreement, any of which could impair our liquidity and reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other important needs;Risk factors (Item 1A)

Clinical oncology and hereditary tests

concentrated in · 74%, 63% and 63% of our revenuenamed as a risk

We are also particularly dependent on our clinical oncology and hereditary tests, which collectively accounted for 74%, 63% and 63% of our revenue in the years ended December 31, 2025, 2024 and 2023, respectively.Risk factors (Item 1A)

International Association of Machinists and Aerospace Workers (IAM)

named as a risk

In April 2025, we entered into a collective bargaining agreement with the IAM.Risk factors (Item 1A)

Also named by BA, UAL, UPS

Molecular Loop Biosciences, Inc.

named as a risk

Ambry Genetics has also received a letter from Molecular Loop.Risk factors (Item 1A)

Ambry Genetics Corporation

named as a risk

For example, Ambry, which we acquired in February 2025, and another third party with whom we work, have experienced data breaches which required notification to certain impacted individuals and government regulators, and for which regulator investigations remain ongoing.Risk factors (Item 1A)

Competitors

Guardant Health, Inc.

competes withnamed as a risk

In addition, on June 11, 2024, Guardant filed a complaint for patent infringement against us alleging that the Tempus xF, Tempus xF+, Tempus xM Monitor and Tempus xM MRD products use liquid biopsy technology that infringes five Guardant U.S. patents.Risk factors (Item 1A)

Also named by NTRA

Places

Chicago, Illinois

concentrated innamed as a risk

We currently derive nearly all of our diagnostic revenue from tests performed at laboratory facilities located in Chicago, Illinois, Atlanta, Georgia, Raleigh, North Carolina, Aliso Viejo, California and Minneapolis, Minnesota and these facilities generally do not have completely redundant capabilities.Risk factors (Item 1A)

Also named by WEC

Regulators

Centers for Medicare & Medicaid Services (CMS)

subject tonamed as a risk

The rules and standards that CMS uses to determine reimbursement rates for our tests are frequently changing and subject to revision, which could have a material impact on our results.Risk factors (Item 1A)

Also named by A, ABT, AMGN, AXGN, BAX, BWIN, CNC, COO and 23 more

New York State Department of Health (NYSDOH)

subject tonamed as a risk

To the extent NYSDOH identifies any non-compliance and we are unable to implement satisfactory corrective actions to remedy such non-compliance, the State of New York could withdraw approval for our tests.Risk factors (Item 1A)

Also named by GH, NTRA, WGS

College of American Pathologists (CAP)

subject tonamed as a risk

Failure to maintain CAP accreditation could have a material adverse effect on the sales of our tests and the results of our operations.Risk factors (Item 1A)

Also named by DGX, GH, WGS

Palmetto GBA (MolDx)

subject tonamed as a risk

Palmetto is the MAC jurisdiction that determines reimbursement for tests conducted at our Raleigh and Atlanta laboratories.Risk factors (Item 1A)

Also named by GH

National Government Services, Inc.

subject tonamed as a risk

National Government Services, Inc. is the local MAC that makes local coverage determinations, or LCDs, for tests conducted at our Chicago laboratory.Risk factors (Item 1A)

Noridian (MolDx)

subject tonamed as a risk

Noridian is the MAC jurisdiction that determines reimbursement for tests conducted at our Aliso Viejo laboratory.Risk factors (Item 1A)

U.S. Attorney's Office for the Eastern District of New York

subject tonamed as a risk

Similarly, on March 4, 2024, we received a Civil Investigative Demand, or CID, from the U.S. Attorney’s Office for the Eastern District of New York.Risk factors (Item 1A)

Laws and programs

Medicare

earns from · 26% of our clinical oncology testing volume and 10% of our hereditary testing volumenamed as a risk

During the year ended December 31, 2025, Medicare claims represented 26% of our clinical oncology testing volume and 10% of our hereditary testing volume.Risk factors (Item 1A)

Also named by ABT, ARWR, AXGN, BAX, BDX, BMY, BSX, CAH and 48 more

EU Artificial Intelligence Act

subject to · up to 35 million Euros or 7% of a company’s total worldwide annual turnovernamed as a risk

Certain of our activities subject us to the EU AI Act and depending on how the EU AI Act is implemented and interpreted, we may have to adapt our business practices, contractual arrangements, and services to comply with such obligations.Risk factors (Item 1A)

Also named by ABNB, ADP, AIOT, AKAM, ALAB, AMG, APP, AVAV and 24 more

One Big Beautiful Bill Act (OBBBA)

subject tonamed as a risk

For example, on July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law, which is expected to reduce Medicaid spending and enrollment by implementing work requirements for some beneficiaries, capping state-directed payments, reducing federal funding, and limiting provider taxes used to fund the program.Risk factors (Item 1A)

Also named by AA, ABR, ADI, ADM, ALB, AMAT, AMGN, AMKR and 121 more

HIPAA

subject tonamed as a risk

With respect to data included in our Data and applications products, we rely on a combination of the statutory rights available to us as a HIPAA covered entity and as a Health Insurance Portability and Accountability Act, or HIPAA, business associate.Risk factors (Item 1A)

Also named by AFL, BAX, BBSI, CI, DHR, DOC, DOCN, DOCU and 19 more

Eliminating Kickbacks in Recovery Act (EKRA)

subject tonamed as a risk

Accordingly, we cannot guarantee that our relationships with providers, sales representatives, or customers will not be subject to scrutiny or will withstand regulatory challenge under EKRA;Risk factors (Item 1A)

Also named by LH, WGS

Medicare NCD for Next Generation Sequencing

subject tonamed as a risk

We believe that our xT CDX assay, which received FDA approval in April 2023, meets the criteria for reimbursement under the NCD.Risk factors (Item 1A)

Medicare laboratory date of service exception

subject tonamed as a risk

If this exception is repealed or curtailed by CMS, if the laboratory date of service regulation is otherwise changed to adversely impact our ability to bill Medicare directly, or if we incorrectly implement billing procedures related to the date of service exception, our revenue could be materially reduced, and we could be subject to further regulatory actions.Risk factors (Item 1A)

FDA laboratory-developed tests (LDT) regulation

subject tonamed as a risk

A decision to re-implement these regulations, or the potential for congressional legislation governing laboratory developed tests, could cause us to stop selling existing tests or launching any other tests we may develop, and to conduct additional clinical trials or take other actions prior to continuing to market our tests.Risk factors (Item 1A)