Tempus AI Inc. (NASDAQ: TEM) completed its private offering of $460 million in convertible senior notes due 2032 on May 12, 2026. The offering included the full exercise of initial purchasers' option to purchase an additional $60 million in notes.

The zero-coupon notes will mature on May 15, 2032, unless converted, redeemed or repurchased earlier. The notes are convertible into Tempus AI common stock under specific conditions, including when the stock price reaches at least 130% of the conversion price for 20 trading days during a 30-day period.

The initial conversion rate is set at 14.4388 shares per $1,000 principal amount of notes, equivalent to a conversion price of approximately $69.26 per share. This represents a 40% premium to the company's stock price on The Nasdaq Global Select Market on May 7, 2026.

Tempus AI cannot redeem the notes before May 21, 2029. After that date, the company may redeem all or part of the notes at 100% of principal amount plus any accrued special interest if the stock price meets the 130% threshold for at least 20 trading days during any 30-day period.

The notes are general unsecured obligations of the company and were issued under an indenture with U.S. Bank Trust Company, National Association serving as trustee. Upon conversion, the company may deliver cash, common stock or a combination of both at its discretion.