Abstract Atom probe tomography and transmission electron microscopy (TEM) have been used to determine the location and distribution of carbon and alloying elements associated with the complex structural changes that occur at the atomic and nanoscale in 4340 steel after quenching to martensite and tempering at 325, 450 or 575 °C. Tempering at 325 °C resulted in carbide formation without partitioning of chromium, manganese, molybdenum, aluminum, nickel or phosphorus, but with early-stage silicon rejection from the carbide. TEM verified the presence of cementite and the Bagaryatsky orientation relationship with the tempered martensite matrix and detected complex precipitate structures. Tempering at 450 or 575 °C developed concentrations of all alloying elements at ferrite–cementite interfaces: chromium, manganese and molybdenum partitioned into the cementite, and silicon, aluminum, nickel and phosphorus were clearly rejected from the cementite. These results provide direct evidence for staged cementite growth, where early-stage growth likely occurs under paraequilibrium conditions, followed by initial silicon redistribution and subsequent alloying element redistribution during late-stage growth. Tempering at 575 °C induced spheroidization of the cementite, loss of the Bagaryatsky orientation relationship, and phosphorus concentrations at Cottrell atmospheres within the cementite and at ferrite–cementite interfaces, correlating with early observations of the retardation of spheroidization by phosphorus.