# Tempus AI, Inc. (TEM) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_712ef362dcbc303107d5 · retrieved 2026-08-12T21:22:42.709Z ## Overview Tempus AI, Inc. is a technology company advancing precision medicine through the practical application of artificial intelligence in healthcare, providing AI-enabled precision medicine solutions including oncology diagnostics and data licensing services. Tempus AI, Inc. announced on July 20, 2026, a definitive agreement to acquire Personalis, a leader in tumor-informed molecular residual disease (MRD) testing. The acquisition price is $16.25 per share, representing approximately $1.5 billion in enterprise value. Tempus intends to integrate Personalis's ultrasensitive NeXT Personal® MRD technology into its diagnostic platform, leveraging an existing collaboration that has already demonstrated the combined strength of the two companies' technologies and commercial infrastructure. The transaction is expected to close in late Q4 2026 or early 2027. ## Terms - Counterparty: Personalis · Deal value: $1.50B · Consideration: cash · Premium: 6.0% · Price/share: $16.25 ## Key dates - Announced 2026-07-20 · Expected close 2027-04-20 ## Timeline - 2026-07-20 · 8-K (0001193125-26-309073): 8-K - Tempus AI, Inc. — *Tempus AI, Inc. is a Nevada corporation that provides artificial intelligence-driven precision medicine and clinical laboratory services; Personalis, Inc. is a Delaware corporation that develops genomic testing and data analytics services for cancer care and precision medicine.* Tempus AI, Inc. entered into a definitive merger agreement with Personalis, Inc. on July 20, 2026. Under the agreement, Tempus will acquire Personalis through a two-step merger structure, with Personalis becoming a wholly-owned subsidiary of Tempus. Personalis shareholders will receive Tempus Class A Common Stock based on an exchange ratio that varies with Tempus's stock price: if Tempus stock trades at or below $48.42 (the Floor Price), the exchange ratio is fixed at 0.3356; if above the Floor Price, the ratio equals $16.25 divided by the Tempus stock price. Alternatively, Tempus may elect to pay cash consideration of $16.25 per share for up to 50% of outstanding Personalis shares, with the remainder paid in stock. The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Closing is expected to occur by April 20, 2027 (the Outside Date), subject to customary closing conditions including Personalis shareholder approval, regulatory clearances under the Hart-Scott-Rodino Act, and Nasdaq listing approval. https://www.sec.gov/Archives/edgar/data/1717115/0001193125-26-309073.txt - 2026-07-20 · 425 (0001193125-26-309081): 425 - Tempus AI, Inc. — *Personalis, Inc. is a medical laboratory services company providing genomic sequencing and analysis services for cancer and other diseases.* On July 20, 2026, Tempus AI, Inc. entered into a definitive merger agreement with Personalis, Inc., whereby Tempus's wholly-owned subsidiaries Aviary Development, Inc. and Toucan Development, LLC will merge with Personalis in a two-step transaction. Each share of Personalis common stock will be converted into Tempus Class A Common Stock at an Exchange Ratio determined by the Tempus Stock Price (the volume-weighted average price over the 15 trading days prior to closing). If the Tempus Stock Price is $48.42 or less (the Floor Price), the Exchange Ratio is fixed at 0.3356; if higher, the Exchange Ratio equals $16.25 divided by the Tempus Stock Price. Tempus may elect to pay cash for up to 50% of outstanding Personalis shares at $16.25 per share, subject to maintaining at least 40% stock consideration for tax-reorganization purposes. The transaction is expected to qualify as a reorganization under Section 368(a) of the Internal Revenue Code. https://www.sec.gov/Archives/edgar/data/1717115/0001193125-26-309081.txt - 2026-07-20 · 425 (0001193125-26-309096): 425 - Tempus AI, Inc. — *Tempus AI, Inc. is a technology company providing AI-enabled diagnostic and data solutions for oncology and other therapeutic areas, including tumor-informed and tumor-naive molecular residual disease (MRD) assays and comprehensive genomic profiling tests.* Tempus AI, Inc. announced a definitive agreement to acquire Personalis, Inc. Personalis shareholders will receive $16.25 per common share, representing $1.5 billion net of Tempus's existing ownership interest. The consideration will be structured as 100% stock with Tempus having the option to elect payment in up to 50% in cash. Personalis shareholders will receive a floating exchange ratio of Tempus common stock for each share of Personalis common stock at closing, subject to a maximum exchange ratio of 0.3356. Both parties expect the transaction to close in late 2026 or early 2027. https://www.sec.gov/Archives/edgar/data/1717115/0001193125-26-309096.txt - 2026-07-21 · SCHEDULE 13D/A (0001193125-26-310289): SCHEDULE 13D/A - Tempus AI, Inc. — *Personalis, Inc. is a medical laboratory services company providing genomic analysis and testing services.* On July 20, 2026, Tempus AI, Inc. entered into an Agreement and Plan of Merger with Personalis, Inc., whereby Tempus's wholly owned subsidiaries Aviary Development, Inc. and Toucan Development, LLC will merge with and into Personalis, with Personalis ultimately becoming a wholly owned subsidiary of Tempus. Each outstanding share of Personalis common stock will be converted into either (a) Tempus Class A Common Stock at an exchange ratio determined by the Tempus Stock Price (fixed at 0.3356 if the Tempus Stock Price is $48.42 or less, or equal to $16.25 divided by the Tempus Stock Price if higher), or (b) at Tempus's election, up to 50% of shares may receive $16.25 per share in cash, with the remainder in stock. The transaction is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code. Closing is subject to customary conditions including stockholder approval, Nasdaq listing approval, Form S-4 effectiveness, HSR clearance, and the absence of a material adverse effect. https://www.sec.gov/Archives/edgar/data/1717115/0001193125-26-310289.txt - 2026-07-30 · 8-K (0001193125-26-326083): 8-K - Tempus AI, Inc. — *Tempus AI, Inc. is a technology company advancing precision medicine through the practical application of artificial intelligence in healthcare, providing AI-enabled precision medicine solutions including oncology diagnostics and data licensing services.* Tempus AI, Inc. announced on July 20, 2026, a definitive agreement to acquire Personalis, a leader in tumor-informed molecular residual disease (MRD) testing. The acquisition price is $16.25 per share, representing approximately $1.5 billion in enterprise value. Tempus intends to integrate Personalis's ultrasensitive NeXT Personal® MRD technology into its diagnostic platform, leveraging an existing collaboration that has already demonstrated the combined strength of the two companies' technologies and commercial infrastructure. The transaction is expected to close in late Q4 2026 or early 2027. https://www.sec.gov/Archives/edgar/data/1717115/0001193125-26-326083.txt ## Citations - 0001193125-26-309073 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526309073 - 0001193125-26-309081 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526309081 - 0001193125-26-309096 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526309096 - 0001193125-26-310289 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526310289 - 0001193125-26-326083 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526326083