Personalis, Inc. SEC Filings

Personalis, Inc. entered into an Agreement and Plan of Merger with Tempus AI, Inc. under which Tempus will acquire Personalis in a stock-for-stock transaction. A two-step merger structure will leave a Tempus subsidiary as the surviving company, and the parties intend the deal to qualify as a tax reorganization under Section 368(a) of the Code.

Personalis’ board approved the transaction and recommends that stockholders adopt the merger agreement, subject to customary conditions including stockholder approval, SEC effectiveness of a Form S‑4, Nasdaq listing of Tempus Class A shares issued in the merger, antitrust clearances and the absence of specified material adverse effects. The exchange ratio will be based on the volume-weighted average trading price of Tempus Class A stock over 15 trading days, with a termination right for Personalis if the final Parent Stock Price is below $46.00. The agreement includes mutual termination and reverse termination fees of approximately $76.8 million in specified circumstances and an outside date of April 20, 2027, subject to automatic extensions. Merck Sharp & Dohme LLC, holding about 13% of Personalis’ voting power, agreed to vote in favor of the merger.

Personalis, Inc. agreed to be acquired by Tempus AI, Inc. through a two-step merger in which a Tempus subsidiary will merge with Personalis, and the combined entity will then merge into another Tempus subsidiary, leaving Personalis as part of a wholly owned Tempus unit. Personalis stockholders’ shares will be converted into the right to receive an equity-based Merger Consideration in Tempus Class A common stock, determined by an exchange ratio tied to a volume‑weighted average Tempus share price before closing, with the parties intending the transaction to qualify as a tax reorganization under Section 368(a).

Closing is subject to multiple conditions, including approval by a majority of Personalis common shares, Nasdaq listing of the Tempus stock to be issued, effectiveness of a Form S‑4 registration statement, HSR and other antitrust clearances, tax opinions, and the absence of specified material adverse effects. Deal protections include a no‑shop with customary fiduciary out and matching rights, a $76.8 million termination fee payable by Personalis in certain break‑fee scenarios and a matching $76.8 million reverse termination fee payable by Tempus if closing fails under defined regulatory or timing conditions, with an Outside Date of April 20, 2027 and potential extensions. Personalis may terminate if the Tempus share price used in the exchange formula falls below a $46.00 lower floor price, and a separate Voting Agreement commits Merck Sharp & Dohme, holding about 13% of Personalis voting power, to support the merger.

Tempus AI, Inc. has entered into a definitive agreement to acquire Personalis, Inc., with Personalis stockholders receiving $16.25 per share, valuing the deal at $1.5 billion net of Tempus’ existing stake. The price reflects a 6% premium to Friday’s close and a 28% premium to the unaffected 30‑day VWAP.

Consideration will be 100% Tempus stock, with Tempus able to elect up to 50% cash, using on‑hand cash and additional borrowings, subject to a maximum exchange ratio of 0.3356 Tempus shares per Personalis share. Closing is expected in late 2026 or early 2027, subject to regulatory and stockholder approvals.

Strategically, Tempus emphasizes Personalis’ tumor‑informed MRD assay NeXT Personal, operating in an MRD market management characterizes as $20 billion‑plus. Tempus distributed about 6,500 NeXT Personal tests in Q1 and 9,000 in Q2, a 38% quarter‑over‑quarter increase, despite only about 10% of its sales force selling MRD. Tempus plans to expand sales coverage and integrate Personalis’ clinical and biopharma businesses and data into its multimodal platform, while reiterating an objective to be EBITDA and free cash flow positive in 2027 even after the acquisition.

Tempus AI, Inc. has agreed to acquire Personalis, Inc., and senior leadership highlighted the announcement in LinkedIn posts by Tempus and its CEO. The communication primarily provides extensive forward-looking statements and legal disclosures related to the proposed merger.

It details numerous risks that could cause the merger not to close or to differ from expectations, including failure to obtain Personalis stockholder approval, failure or delay in securing required governmental and regulatory clearances, potential litigation, higher-than-expected costs, integration challenges, reimbursement and regulatory uncertainties, and risks tied to the combined company’s use of artificial intelligence. It also notes that Personalis may have a right to terminate the merger agreement if Tempus’ Class A common stock price falls below $46.00 prior to closing.

The communication clarifies that it is not an offer or solicitation to buy or sell securities and explains that Tempus intends to file a registration statement on Form S-4, including a proxy statement/prospectus for Personalis stockholders, and that Tempus, Personalis and affiliates will file a Schedule 13E-3. Investors are urged to read the S-4, proxy statement/prospectus and Schedule 13E-3, when available, and are directed to the SEC and each company’s investor relations website for free copies. It also notes that directors and executive officers of both companies may be deemed participants in the proxy solicitation, with their security holdings described in prior Form 10-Ks, proxy statements and Forms 3, 4 and 5.

Tempus AI, Inc. plans to acquire all outstanding shares of Personalis, Inc. it does not already own for $16.25 per share, a 6% premium to Personalis’ July 17, 2026 close and a 28% premium to its unaffected 30-day VWAP. The agreement implies a total transaction value of $1.7 billion, or $1.5 billion net of Tempus’ existing ownership. Consideration will be a mix of Tempus stock and up to 50% cash at Tempus’s discretion, with Personalis holders receiving a floating exchange ratio of Tempus common stock per Personalis share, capped at 0.3356x. Closing is targeted for the fourth quarter of 2026 at the earliest, subject to Personalis shareholder approval, regulatory clearances and customary conditions.

Strategically, Tempus aims to more tightly integrate Personalis’ ultrasensitive molecular residual disease (MRD) technology, NeXT Personal Dx, into its AI-enabled precision oncology platform, addressing a U.S. MRD total addressable market of over $20 billion with currently low penetration. Personalis has delivered over 35,000 molecular tests, and MRD testing volumes grew 33% sequentially in the latest quarter to 10,384 tests, supporting Tempus’s expectations for revenue growth, richer longitudinal data and deeper biopharma partnerships.

Tempus AI, Inc. agreed to acquire Personalis, Inc. through a two-step merger in which Personalis will first merge into a Tempus subsidiary and then into a second Tempus subsidiary, becoming a wholly owned subsidiary of Tempus. At closing, each share of Personalis common stock (excluding cancelled and dissenting shares) will be converted into merger consideration primarily in Tempus Class A common stock based on an exchange ratio tied to the 15-day volume-weighted average price of Tempus shares before closing. Tempus may elect to pay cash for up to 50% of Personalis shares, while keeping at least 40% of total stockholder consideration in Tempus stock to support tax-free reorganization treatment under Section 368(a) of the Code.

Closing is subject to approval by Personalis stockholders, effectiveness of a Form S-4 registration statement, Nasdaq listing of Tempus shares issued in the merger, expiration or termination of Hart-Scott-Rodino and other antitrust waiting periods, tax opinions on reorganization status, and absence of material adverse effects for either party. Personalis is bound by no-shop covenants but may consider a Superior Proposal, subject to notice and matching rights and a termination fee. Either side may owe the other a termination or reverse termination fee of approximately $76.8 million in specified circumstances, including certain regulatory blocks or adverse board recommendation changes. Personalis may also terminate if Tempus’ stock price falls below $46.00 shortly before the scheduled closing, and the outside date to complete the deal is April 20, 2027, with potential automatic extensions for regulatory delays.

Personalis, Inc. agreed to be acquired by Tempus AI, Inc. in a two-step merger that will make Personalis a wholly owned subsidiary of Tempus. Personalis stockholders will receive $16.25 per share, implying about $1.5 billion enterprise value net of Tempus’ existing stake, a 6% premium to the prior Friday close and 28% to the unaffected 30‑day VWAP. Consideration is a 100% stock deal, with Tempus able to elect cash for up to half of the total; Personalis holders will receive a floating Tempus share exchange ratio capped at 0.3356 per Personalis share. Closing is targeted for late 2026 or early 2027, subject to Personalis stockholder and regulatory approvals and other conditions, including a provision allowing Personalis to terminate if Tempus’ Class A stock trades below $46.00. Personalis also reported preliminary Q2 revenue of $22.4 million and 10,384 clinical tests, a 33% quarter‑over‑quarter volume increase, highlighting growth in its minimal residual disease business within an estimated $20 billion MRD market.

Personalis, Inc. agreed to be acquired by Tempus AI, Inc. under a definitive merger agreement announced on July 20, 2026. Personalis shareholders are expected to receive $16.25 per share, implying an enterprise value of $1.5 billion net of Tempus’s existing ownership, in a transaction structured as stock with up to half of the consideration potentially payable in cash at Tempus’s discretion. The deal represents a 6% premium to the prior Friday close and a 28% premium to the unaffected 30‑day volume-weighted average price.

The combination is intended to integrate Personalis’ tumor-informed minimal residual disease technology with Tempus’s AI-enabled precision oncology and multimodal data platform, targeting what the companies describe as a $20 billion MRD market opportunity. Closing is expected in late 2026 or early 2027, subject to Personalis shareholder approval, regulatory approvals and other customary conditions, including a Tempus share-price condition. Personalis also reported preliminary Q2 revenue of $22.4 million and delivery of 10,384 clinical tests, a 33% quarter‑over‑quarter increase in test volumes.

Personalis, Inc. President and CMO Richard Chen reported an exercise-and-sale transaction in the company’s common stock. He exercised stock options for 100,000 shares at an exercise price of $2.44 per share and sold 100,000 shares in open-market transactions at a weighted average price of $15.15 per share, within a price range of $15.01 to $15.45 per share, pursuant to a Rule 10b5-1 trading plan adopted on December 23, 2025. Following these transactions, Chen holds 173,880 shares of Personalis common stock directly, and the exercised option grant is fully used.