As previously disclosed, on July 20, 2026, Personalis, Inc., a Delaware corporation (“Personalis” or the
“Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tempus AI, Inc., a Nevada corporation (“Tempus” or
“Parent”), Aviary Development, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), and Toucan Development, LLC, a Nevada limited liability company and a
direct, wholly owned subsidiary of Parent (“Merger Sub II”). The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into the
Company (the “First Merger”), with the Company surviving the First Merger as a direct, wholly owned subsidiary of Parent, and immediately thereafter, the Company will merge with and into Merger Sub II (the
“Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving as a direct, wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to them in the Merger Agreement. In connection with the Merger Agreement, Tempus filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary Registration Statement on
Form S-4 on August 31, 2026 and Amendment No. 1 thereto on October 2, 2026, each of which includes a proxy statement of the Company and a prospectus of Tempus.
Expiration of HSR Waiting Period
Consummation of the
Mergers is subject to customary closing conditions, including, but not limited to, the expiration or early termination of the waiting period applicable to the consummation of the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended and the rules and regulations promulgated thereunder (the “HSR Act”). Pursuant to the Merger Agreement, the Company and Parent each filed a Premerger Notification and Report Form under the HSR Act with the
Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission with respect to the Mergers on July 31, 2026. On August 31, 2026, Parent voluntarily withdrew its Notification and Report Form, and Parent refiled
its Notification and Report Form on September 2, 2026, which started a new statutory thirty (30)-day waiting period under the HSR Act. The waiting period applicable to the Mergers under the HSR Act
expired at 11:59 p.m., Eastern time, on October 2, 2026.
The closing of the Mergers is subject to receipt of the Company Stockholder Approval at the
Company Stockholders Meeting and satisfaction or waiver of the other closing conditions specified in the Merger Agreement. The Company Stockholders Meeting to consider and vote on, among other matters, the adoption of the Merger Agreement will be
held virtually on a date and at a time to be determined and announced.
About Personalis, Inc.
At Personalis, we are transforming the active management of cancer through breakthrough personalized testing. We aim to drive a new paradigm for cancer
management, guiding care throughout the patient journey. Our highly sensitive assays combine tumor-and-normal profiling with proprietary algorithms to deliver advanced
insights even as cancer evolves over time. Our products are designed to detect minimal residual disease (MRD) and recurrence at the earliest timepoints, enable the selection of targeted therapies based on ultra-comprehensive genomic profiling, and
enhance biomarker strategy for drug development. Personalis is based in Fremont, California. To learn more, visit www.personalis.com and connect with us on LinkedIn and X (Twitter).
Forward-Looking Statements
This communication
relates to a proposed business combination transaction between Tempus and Personalis. This communication includes forward-looking statements within the meaning of federal securities laws. Forward-looking statements relate to future events and
anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, the
expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of our operations or operating results. These forward-looking statements generally can be identified
by phrases such as “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,”
“believes,” “predicts,” “potential,” “continue,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what
