S-3 S-3ASR EX-FILING FEES 0001717115 Tempus AI, Inc. N/A Y N 0001717115 2025-08-05 2025-08-05 0001717115 1 2025-08-05 2025-08-05 0001717115 2 2025-08-05 2025-08-05 0001717115 3 2025-08-05 2025-08-05 0001717115 4 2025-08-05 2025-08-05 0001717115 5 2025-08-05 2025-08-05 0001717115 6 2025-08-05 2025-08-05 0001717115 1 2025-08-05 2025-08-05 0001717115 2 2025-08-05 2025-08-05 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

Tempus AI, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Class A Common Stock, par value $0.0001 per share 457(r) 0.0001531
Fees to be Paid 2 Equity Preferred Stock, par value $0.0001 per share 457(r) 0.0001531
Fees to be Paid 3 Debt Debt Securities 457(r) 0.0001531
Fees to be Paid 4 Other Warrants 457(r) 0.0001531
Fees to be Paid 5 Equity Class A Common Stock, par value $0.0001 per share 457(o) 500,000,000 $ 500,000,000.00 0.0001531 $ 76,550.00
Fees to be Paid 6 Equity Class A Common Stock, par value $0.0001 per share 457(a) 2,439,155 $ 54.72 $ 133,470,561.60 0.0001531 $ 20,434.34
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 633,470,561.60

$ 96,984.34

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 22,999.19

Net Fee Due:

$ 73,985.15

Offering Note

1

(1) There are being registered hereunder such indeterminate number of shares of Class A common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase Class A common stock, preferred stock or debt securities. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate number of shares of Class A common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (3) The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. (4) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee rate in effect on the date of such fee payment.

2

(1) There are being registered hereunder such indeterminate number of shares of Class A common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase Class A common stock, preferred stock or debt securities. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate number of shares of Class A common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (3) The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. (4) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee rate in effect on the date of such fee payment.

3

(1) There are being registered hereunder such indeterminate number of shares of Class A common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase Class A common stock, preferred stock or debt securities. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate number of shares of Class A common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (3) The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. (4) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee rate in effect on the date of such fee payment.

4

(1) There are being registered hereunder such indeterminate number of shares of Class A common stock, such indeterminate number of shares of preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase Class A common stock, preferred stock or debt securities. The securities registered also include such indeterminate amount of all securities previously issued hereunder. The securities registered also include such indeterminate number of shares of common stock, preferred stock and amount of debt securities as may be issued upon conversion of or exchange for debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate number of shares of Class A common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (3) The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. (4) The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee. In connection with the securities offered hereby, the registrant will pay "pay-as-you-go registration fees" in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee rate in effect on the date of such fee payment.

5

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate number of shares of Class A common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

6

(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), the shares being registered hereunder include such indeterminate number of shares of Class A common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. (5) The shares of Class A common stock will be offered for resale by the selling stockholders pursuant to the prospectus contained herein. (6) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the registrant's Class A common stock as reported on the Nasdaq Global Select Market on August 1, 2025.
Table 2: Fee Offset Claims and Sources ☐Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims 1 Tempus AI, Inc. S-1 333-285186 02/25/2025 $ 22,999.19 Equity Class A Common Stock, par value $0.0001 per share 2,152,505 $ 150,223,323.95
Fee Offset Sources 2 Tempus AI, Inc. S-1 333-285186 02/25/2025 $ 22,999.19

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

(7) The registrant previously filed a registration statement on Form S-1 (Registration No. 333-285186), initially filed on February 25, 2025 and initially declared effective by the Securities and Exchange Commission on March 7, 2025 (the "Prior Registration Statement"), which registered the resale of up to 4,843,136 shares of Class A common stock (the "Resale Shares") for a proposed maximum aggregate offering price of $338,002,461.44. A fee of $51,748.18 was previously paid in connection with the registration of the Resale Shares. 2,152,505 of the Resale Shares (the "Unsold Securities") registered for resale under the Prior Registration Statement were not sold. Pursuant to Rule 457(p), a remaining fee amount of $22,999.19, representing the portion of the registration fee previously paid with respect to the Unsold Securities, is being used to offset the fee due in connection with the filing of this Registration Statement. The offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the time of the filing of this Registration Statement.

Offset Note

2

(7) The registrant previously filed a registration statement on Form S-1 (Registration No. 333-285186), initially filed on February 25, 2025 and initially declared effective by the Securities and Exchange Commission on March 7, 2025 (the "Prior Registration Statement"), which registered the resale of up to 4,843,136 shares of Class A common stock (the "Resale Shares") for a proposed maximum aggregate offering price of $338,002,461.44. A fee of $51,748.18 was previously paid in connection with the registration of the Resale Shares. 2,152,505 of the Resale Shares (the "Unsold Securities") registered for resale under the Prior Registration Statement were not sold. Pursuant to Rule 457(p), a remaining fee amount of $22,999.19, representing the portion of the registration fee previously paid with respect to the Unsold Securities, is being used to offset the fee due in connection with the filing of this Registration Statement. The offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the time of the filing of this Registration Statement.
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A