[SCHEDULE 13D/A] Personalis, Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to a Schedule 13D reports that Tempus AI, Inc. beneficially holds 12,718,800 shares of Personalis common stock, representing 14.3% of the outstanding shares based on 88,677,062 shares outstanding. Tempus acquired 9,218,800 shares by exercising warrants for $18,437,600 and purchased 3,500,000 shares from the issuer at $5.07 per share, funded from working capital.

The filing notes that Eric Lefkofsky, as controlling stockholder of Tempus, may be deemed to beneficially own the Tempus-held shares and directly holds 150,000 additional shares, bringing his aggregate to 12,868,800 shares (about 14.5%). The parties amended their Commercialization Agreement to permit Tempus to make open-market purchases up to 19.99% provided other standstill terms are met. A copy of Amendment No. 5 is filed as an exhibit.

Positive

• Tempus increased its position materially via exercise of warrants and a direct purchase totaling 12,718,800 shares
• Clear funding source: Tempus used working capital to fund the warrant exercise and share purchase
• Commercialization Agreement amended to permit open-market purchases up to 19.99%, allowing additional stake accumulation within limits
• Eric Lefkofsky disclosed aggregated beneficial ownership, improving transparency (12,868,800 shares; ~14.5%)

Negative

• None.

Insights

Financial Analyst

TL;DR: Tempus materially increased its stake via warrant exercise and direct purchase, now holding ~14.3% of PSNL.

The transaction combined a warrant exercise and a direct purchase, funded from Tempus working capital, concentrating ownership without issuing new public debt. Ownership data is clear: Tempus 12,718,800 shares and Eric Lefkofsky an additional 150,000 shares. The amended Commercialization Agreement permits further open-market purchases up to a 19.99% cap, which could affect float and liquidity if exercised. No other transactions in the past 60 days are reported.

M&A / Corporate Transactions Specialist

TL;DR: Amendment allowing market purchases to 19.99% is a material governance change enabling increased stake accumulation.

Allowing open-market purchases up to a 19.99% threshold is a meaningful contractual relaxation of the prior standstill and could be preparatory for a larger strategic position or future negotiation leverage. The documented warrant exercise ($18.44M) and issuer purchase ($17.745M) are amounts large enough to shift ownership structure. The exhibit filing of Amendment No. 5 will contain the operative legal terms that determine practical limits and conditions on further purchases.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Personalis, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

71535D106

(CUSIP Number)

Andrew Polovin
600 West Chicago Avenue, Suite 510,
Chicago, IL, 60654
(800) 976-5448

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 71535D106

1

Name of reporting person

Tempus AI, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 12,718,800.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,718,800.00

11

Aggregate amount beneficially owned by each reporting person

12,718,800.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.3 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 71535D106

1

Name of reporting person

Eric Lefkofsky

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 150,000.00
8	Shared Voting Power 12,718,800.00
9	Sole Dispositive Power 150,000.00
10	Shared Dispositive Power 12,718,800.00

11

Aggregate amount beneficially owned by each reporting person

12,868,800.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Personalis, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6600 Dumbarton Circle, Fremont, CALIFORNIA , 94555.
Item 1 Comment: This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "Commission") on July 3, 2024 (as amended to date, the "Schedule 13D"), relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Personalis, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 16, 2024, pursuant to the terms of the Investment Agreement, Tempus (i) exercised the Warrants to acquire 9,218,800 shares of Common Stock for an aggregate exercise price of $18,437,600, and (ii) purchased 3,500,000 shares of Common Stock from the Issuer at a price of $5.07 per share. Tempus funded the exercise of the Warrants and the purchase of the shares of Common Stock using funds from its working capital.
Item 4.	Purpose of Transaction
	On September 11, 2025, the Issuer and Tempus entered into an amendment (the "Commercialization Agreement Amendment No. 5") to the Commercialization and Reference Laboratory Agreement, dated November 25, 2023, by and between the Issuer and Tempus (as amended, the "Commercialization Agreement"), pursuant to which the parties amended the existing standstill in Section 1(e) of the Commercialization Agreement to allow Tempus to acquire shares of Common Stock in open market purchases so long as (i) Tempus and its affiliates do not beneficially own more than 19.99% of the Common Stock outstanding as a result of any such acquisition and (ii) Tempus is not in breach of any provision of Section 1(e) of the Commercialization Agreement. The foregoing description of the Commercialization Agreement Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed as an exhibit to this Amendment No. 2 and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages is incorporated by reference to this Item 5. The ownership percentage presented herein is based on 88,677,062 shares of Common Stock outstanding as of July 29, 2025 as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the SEC on August 5, 2025.
(b)	The information contained on the cover pages is incorporated by reference to this Item 5. The securities reported herein represent shares of Common Stock held of record by Tempus. Mr. Lefkofsky is the controlling stockholder of Tempus and as such, may be deemed to have beneficial ownership of the securities held of record by Tempus. In addition, Mr. Lefkofsky is the record holder of 150,000 shares of Common Stock.
(c)	Except as described in Item 4, during the past 60 days, none of the Reporting Persons nor Related Persons has effected any transactions with respect to the Common Stock.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 above summarizes certain provisions of the Commercialization Agreement Amendment No. 5 and is incorporated herein by reference. A copy of the Commercialization Agreement Amendment No. 5 is filed as an exhibit to this Amendment No. 2 and incorporated herein by reference. Except as set forth in the Schedule 13D, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies
Item 7.	Material to be Filed as Exhibits.
	Exhibit 7: Amendment No. 5 to the Commercialization and Reference Laboratory Agreement, dated September 11, 2025, by and between Personalis, Inc. and Tempus AI, Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tempus AI, Inc.

Signature:	/s/ Andrew Polovin
Name/Title:	Andrew Polovin, General Counsel
Date:	09/12/2025

Eric Lefkofsky

Signature:	/s/ Eric Lefkofsky
Name/Title:	Eric Lefkofsky
Date:	09/12/2025

FAQ

How many Personalis (PSNL) shares does Tempus AI own after this filing?

Tempus AI holds 12,718,800 shares of Personalis common stock, representing 14.3% of shares outstanding as reported.

What did Tempus pay to acquire shares of PSNL?

Tempus exercised warrants to acquire 9,218,800 shares for an aggregate $18,437,600 and purchased 3,500,000 shares from the issuer at $5.07 per share.

Does Eric Lefkofsky have beneficial ownership of PSNL shares?

Yes. As controlling stockholder of Tempus, Mr. Lefkofsky may be deemed to beneficially own the Tempus-held shares and directly holds an additional 150,000 shares, totaling 12,868,800 shares (~14.5%).

What change was made to the Commercialization Agreement between Tempus and Personalis?

Amendment No. 5 to the Commercialization Agreement permits Tempus to acquire shares in open-market purchases provided it does not exceed 19.99% beneficial ownership and complies with other standstill terms.

Were any other transactions in PSNL reported in the past 60 days?

No. The filing states that, except as described in Item 4, none of the reporting persons or related persons effected transactions in the past 60 days.