Tempus AI and Personalis (NASDAQ: PSNL) detail merger risks and upcoming SEC filings

Rhea-AI Filing Summary

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.

Filing Explained

The proposed Tempus–Personalis acquisition remains pending, and this Form 425 does not disclose consideration or an exchange ratio, so it does not establish what Personalis holders would receive; those details are expected in the planned S-4 and proxy materials.

Key Figures

Tempus stock price termination trigger: $46.00 Tempus Form 10-K period end: December 31, 2025 Tempus 2026 proxy statement filing date: April 7, 2026 +1 more

4 metrics

Tempus stock price termination trigger $46.00 Price below which Personalis may gain a right to terminate the merger agreement prior to closing

Tempus Form 10-K period end December 31, 2025 Year-end for Tempus’s Annual Report referenced for director and executive information

Tempus 2026 proxy statement filing date April 7, 2026 Filing date of Tempus’s 2026 Annual Meeting proxy referenced for governance and ownership details

Personalis 2026 proxy statement filing date April 2, 2026 Filing date of Personalis’ 2026 Annual Meeting proxy referenced for governance and ownership details

Key Terms

forward-looking statements, registration statement on Form S-4, proxy statement/prospectus, Schedule 13E-3, +1 more

5 terms

forward-looking statements regulatory

"This communication contains “forward-looking statements” within the meaning of the federal securities laws."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

registration statement on Form S-4 regulatory

"Tempus intends to file with the Securities and Exchange Commission a registration statement on Form S-4."

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"a registration statement on Form S-4 that will include a proxy statement of Personalis and that will also constitute a prospectus"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

Schedule 13E-3 regulatory

"intend to jointly file a transaction statement on Schedule 13E-3 with the Securities and Exchange Commission"

Schedule 13E-3 is a formal SEC filing that companies or their insiders must submit when proposing a buyout that would take a public company private or is otherwise a management-led purchase. It lays out who is behind the deal, the money and terms involved, any potential conflicts of interest, and independent fairness analysis so shareholders can assess whether the offer is fair—like the rulebook and disclosure packet you’d get before agreeing to sell your home.

participants in the solicitation regulatory

"Tempus, Personalis and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/20/2026 - 06:00 PM Accepted by SEC EDGAR 07/20/2026 - 05:21 PM Learn about SEC filing dates

FAQ

What transaction involving Personalis (PSNL) is described in this communication?

Tempus AI, Inc. has reached an agreement to acquire Personalis, Inc.. The communication supports that announcement and focuses on related risk disclosures, regulatory steps and upcoming SEC filings tied to the proposed merger.

What key risk tied to Tempus’s stock price is highlighted for the Tempus–Personalis (PSNL) deal?

The disclosure states that if Tempus’ Class A common stock price falls below $46.00 before closing, Personalis could gain a right to terminate the merger agreement, adding market-price risk to deal completion.

Which SEC filings will Tempus and Personalis (PSNL) make for the proposed merger?

Tempus plans to file a Form S-4 registration statement containing a proxy statement/prospectus for Personalis, and both companies and affiliates intend to file a Schedule 13E-3, along with other relevant documents.

Why are Personalis (PSNL) investors urged to read the S-4 and proxy statement/prospectus?

Investors are urged to read the registration statement, proxy statement/prospectus and Schedule 13E-3 in full when available because they will contain important information about Tempus, Personalis and the proposed transaction.

Where can Tempus and Personalis (PSNL) investors obtain the merger-related SEC documents?

Investors can access free copies via the SEC’s website at www.sec.gov and through the investor relations pages of Tempus and Personalis, or by written request to each company’s Corporate Secretary at their listed mailing addresses.

How are directors and executives of Tempus and Personalis (PSNL) involved in this merger process?

The communication notes that directors and executive officers of both companies may be deemed participants in the proxy solicitation, with details on their holdings in prior Form 10-Ks, proxy statements and Forms 3, 4 and 5.

Filed by Tempus AI, Inc.

Pursuant to Rule 425 under the Securities Act of 1933,

as amended, and deemed filed pursuant to 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Personalis, Inc.

Commission File No.: 001-38943

On July 20, 2026, Tempus AI, Inc. (“Tempus”) posted the following message on LinkedIn in connection with its announcement of an agreement to acquire Personalis, Inc. (“Personalis”).

Tempus – LinkedIn Announcement Post

On July 20, 2026, Eric Lefkofsky, Chief Executive Officer of Tempus, posted the following message on LinkedIn in connection with the announcement of Tempus’ agreement to acquire Personalis.

Tempus – CEO LinkedIn Announcement Post

FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “cause,” “continue,” “could,” “depend,” “develop,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “have,” “impact,” “implement,” “increase,” “intends,” “lead,” “maintain,” “may,” “might,” “plans,” “potential,” “possible,” “projected,” “reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “will,” “would” and other similar words or expressions. The absence of such words or expressions does not necessarily mean the statements are not forward-looking. Forward-looking statements are not statements of historical fact and reflect Tempus’ and Personalis’ current views about future events. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Tempus and Personalis. Although we believe our forward-looking statements are reasonable, statements made regarding future results are not guarantees of future performance and are subject to numerous assumptions, uncertainties and risks that are difficult to predict. Actual outcomes and results may be materially different from the results stated or implied in such forward-looking statements included in this communication. Actual outcomes and results may differ materially from those included in the forward-looking statements in this communication due to a number of factors, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the possibility that Personalis stockholders may not adopt the merger agreement, the risk that Tempus or Personalis may be unable to obtain governmental and regulatory approvals and clearances required for the proposed transaction, or required governmental and regulatory approvals and clearances may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Tempus’ common stock or Personalis’ common stock, the risk that prior to the closing the market price of Tempus’ Class A common stock falls below $46.00 giving rise to the right for Personalis to terminate the Merger Agreement, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Tempus and/or Personalis to retain and hire key personnel, on the ability of Personalis to attract third-party customers, or on Personalis’ operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ materially from those projected, the risk that third-party payers, including commercial payers and government healthcare programs, may not provide adequate coverage of, or reimbursement for, the combined company’s tests and data offerings, the effect of future regulatory or legislative actions on the companies or the industry in which they operate, including with respect to healthcare regulation and data privacy and security, the risk that the credit ratings of the combined business may be different from what the companies expect, the combined company’s ability to identify and mitigate the operational, legal, reputational and competitive risks associated with its use of artificial intelligence in its products and services, adverse economic conditions and other factors detailed in Tempus’ and Personalis’ Annual Reports on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

All such factors are difficult to predict and are beyond Tempus’ and Personalis’ control. Additional risks or uncertainties that are not currently known to Tempus or Personalis, that Tempus or Personalis currently deem to be immaterial, or that could apply to any company could also cause actual outcomes and results to differ materially from those included in the forward-looking statements in this communication. Tempus and Personalis undertake no obligation to publicly correct or update the forward-looking statements in this communication, in other documents or on their respective websites to reflect new information, future events or otherwise, except as required by applicable law. All such statements are expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

NO OFFER OR SOLICITATION

This communication is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, Tempus intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a proxy statement of Personalis and that will also constitute a prospectus of Tempus. Tempus, Personalis and certain of their respective affiliates intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the Securities and Exchange Commission (“SEC”). Personalis or Tempus may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement/prospectus, registration statement, the Schedule 13E-3 or any other document that Tempus or Personalis may file with the SEC. The definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Personalis. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TEMPUS, PERSONALIS AND THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement and proxy statement/prospectus (if and when available) and other documents containing important information about Tempus, Personalis and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the registration statement and proxy statement/prospectus (if and when available) and other documents filed with the SEC by Tempus may be obtained free of charge on Tempus’ website at https://investors.Tempus.com/financials/sec-filings or, alternatively, by directing a request by mail to Tempus’ Corporate Secretary at Tempus AI, Inc., 600 West Chicago Avenue, Suite 510, Chicago, Illinois 60654. Copies of the proxy statement/prospectus (if and when available) and other documents filed with the SEC by Personalis may be obtained free of charge on Personalis’ website at https://investors.Personalis.com/financial-information/sec-filings or, alternatively, by directing a request by mail to Personalis’ Corporate Secretary at Personalis, Inc., 6600 Dumbarton Circle, Fremont, California 94555.

PARTICIPANTS IN THE SOLICITATION

Tempus, Personalis and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Tempus, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Tempus’ annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for Tempus’ 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2026, including under the headings “Executive Officers,” “The Board of Directors and Certain Governance Matters,” “Non-Employee Director Compensation,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of Tempus Class A Common Stock by the directors and executive officers of Tempus have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by Tempus’s directors and executive officers with the SEC, including (i) the Form 4s filed by Mr. Lefkofsky on April 30, 2026, May 21, 2026, May 29, 2026 and July 1, 2026, (ii) the Form 4s filed by Mr. Bartolucci on May 6, 2026 and May 21, 2026, (iii) the Form 4s filed by Mr. Polovin on May 6, 2026 and May 21, 2026, (iv) the Form 4s filed by Mr. Fukushima on May 6, 2026, May 15, 2026, May 21, 2026, July 8, 2026 and July 10, 2026, (v) the Form 4s filed by Mr. Rogers on May 6, 2026, May 21, 2026 and June 29, 2026, (vi) the Form 4s filed by Mr. Schoenherr on May 6, 2026 and May 21, 2026, (vii) the Form 4 filed by Mr. Barris on May 26, 2026, (viii) the Form 4 filed by Mr. Belcher on May 26, 2026, (ix) the Form 4 filed by Mr. Gottlieb on May 26, 2026, (x) the Form 4s filed by Mr. Epstein on May 26, 2026 and June 3, 2026, (xi) the Form 4 filed by Mr. Leonsis on May 26, 2026, (xii) the Form 4s filed by Ms. Doudna on May 26, 2026 and June 29, 2026, (xiii) the Form 4 filed by Ms. West on May 26, 2026, and (xiv) the Form 4 filed by Mr. Frederick on May 26, 2026. Information about the directors and executive officers of Personalis, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Personalis’ annual report on Form 10-K for the year ended December 31, 2025, including under the heading “Directors, Executive Officers and Corporate Governance,” and proxy statement for Personalis’ 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 2, 2026, including under the headings “Corporate Governance

and Board of Directors Matters,” “Director Compensation,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of Personalis Common Stock by the directors and executive officers of Personalis have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by Personalis’ directors and executive officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the registration statement and proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from Tempus or Personalis using the sources indicated above.