Personalis, Inc. (PSNL) SEC Filings

Ameriprise Financial, Inc. reported a passive ownership position in Personalis, Inc. common stock, as amended. As of 06/30/2026, entities associated with Ameriprise had shared voting power over 6,054,599 shares and shared dispositive power over 6,086,315 shares, representing 5.8% of the common stock. Ameriprise states that it disclaims beneficial ownership of the shares reported.

Personalis, Inc. (PSNL) received an amended Schedule 13G/A from Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin, updating their passive ownership. As of June 30, 2026, the reporting group beneficially owned 4,000,000 shares of Personalis common stock, representing 3.82% of the class, based on 104,721,098 shares outstanding as of April 29, 2026. All 4,000,000 shares are reported with shared voting and dispositive power and no sole power. The group indicates it now holds 5 percent or less of the outstanding common stock, and identifies Deep Track Capital, LP as the relevant entity for which David Kroin may be considered a control person.

Personalis, Inc., a cancer genomics testing company, reported second‑quarter 2026 revenue of $22.357 million, up from $17.203 million a year earlier, driven mainly by pharma testing services and growing clinical diagnostic revenue. Six‑month 2026 revenue was $37.829 million, roughly flat versus 2025.

Losses remain substantial: net loss was $31.683 million for the quarter and $61.715 million for the first half, with higher research and development and selling, general and administrative expenses. Net cash used in operating activities was $48.248 million in the first half of 2026. As of June 30, 2026, Personalis held $93.968 million in cash and cash equivalents and $118.690 million in short‑term investments, with total assets of $312.135 million and stockholders’ equity of $235.161 million.

Revenue is concentrated, with Merck, the VA Million Veteran Program, and Moderna each contributing meaningful portions. Personalis also raised $25.503 million net through at‑the‑market stock sales in the first half. After quarter‑end, the company agreed to be acquired by Tempus AI, Inc. in a stock‑for‑stock merger, with each share of Personalis common stock to receive Tempus Class A shares based on an Exchange Ratio tied to Tempus’ volume‑weighted average price and a floor of 0.3356, and Tempus may elect to pay up to 50% of the consideration in cash at $16.25 per share, subject to proration and customary closing conditions.

Personalis, Inc. reported second quarter 2026 revenue of $22.4 million, up from $17.2 million a year earlier, a 30% increase driven mainly by pharma testing services and rapid growth in clinical testing. Clinical diagnostic revenue rose to $2.6 million from $0.5 million as clinical test volume climbed to 10,384 tests, a 199% year-over-year and 33% sequential increase, while pharma testing services generated $16.8 million versus $11.1 million and population sequencing revenue was $3.0 million versus $3.3 million.

The company reported a net loss of $31.7 million, or $0.30 per share, compared with a net loss of $20.1 million, or $0.23 per share, in the prior-year quarter. Cash, cash equivalents and short-term investments totaled approximately $212.7 million as of June 30, 2026.

Strategically, Personalis secured new Medicare coverage for its NeXT Personal assay in immunotherapy monitoring and neoadjuvant breast cancer settings, highlighted data showing 100% relapse detection in the VICTORI colorectal study, and emphasized the importance of sub-10 ppm ctDNA sensitivity in lung cancer. Following a July 20, 2026 merger agreement with Tempus AI, Inc., Personalis will no longer provide financial guidance or hold quarterly earnings calls.

BlackRock, Inc. reports beneficial ownership of Personalis, Inc. common stock on a Schedule 13G. As of June 30, 2026, BlackRock beneficially owned 6,169,729 shares of Personalis, representing 5.9% of the outstanding common stock. BlackRock has sole power to vote or direct the vote over 6,051,493 shares and sole power to dispose or direct the disposition of 6,169,729 shares, with no shared voting or dispositive power. Various underlying clients and investors have rights to dividends or sale proceeds, but no individual person has more than five percent of Personalis’ total outstanding common shares.

Tempus AI, Inc. and Eric Lefkofsky report beneficial ownership of 13,039,067.00 and 13,189,067.00 shares, respectively, of Personalis, Inc. common stock, representing 12.5% and 12.6% of 104,721,098 shares outstanding as of April 29, 2026.

Between November 18 and December 22, 2025, Tempus bought 320,267 shares on the open market for approximately $2.74 million from working capital. On July 20, 2026, Tempus agreed to acquire all outstanding Personalis shares through a two-step merger, offering Tempus Class A stock based on an Exchange Ratio tied to Tempus' volume-weighted average price and an option to pay cash for up to 50% of shares at $16.25 per share. The Exchange Ratio is fixed at 0.3356 if Tempus' stock price is at or below $48.42, and otherwise equals $16.25 divided by that price. Completion is subject to stockholder approval, regulatory clearances, effectiveness of a Form S-4, tax opinions and absence of specified material adverse effects. Either side may owe a termination or reverse termination fee of approximately $76.8 million if the agreement ends under certain conditions, and Personalis retains limited rights to consider superior proposals subject to restrictions and fees.

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.