# Personalis, Inc. (PSNL) — merger [pending]
Source: SEC API (secapi.ai) · situation sit_a389969492a39e54be8c · retrieved 2026-08-11T16:15:10.870Z

## Overview
Personalis, Inc. is a leader in advanced genomics for precision oncology, offering highly sensitive assays that combine tumor-and-normal profiling with proprietary algorithms to detect minimal residual disease (MRD) and cancer recurrence at the earliest timepoints.

Personalis, Inc. announced on July 20, 2026 that it has entered into an Agreement and Plan of Merger with Tempus AI, Inc. As a result of this transaction, Personalis will no longer provide financial guidance or conduct quarterly earnings conference calls. The filing does not disclose the transaction value, consideration type, expected close date, or other material deal terms.

## Terms
- Counterparty: Tempus AI, Inc. · Deal value: $1.50B · Consideration: mixed · Premium: 28.0% · Price/share: $16.25

## Key dates
- Announced 2026-07-20 · Expiry 2027-04-20 · Expected close 2026-12-31

## Timeline
- 2026-07-20 · 425 (0001193125-26-308500): 425 - Personalis, Inc. — *Personalis, Inc. is a leader in advanced genomics for precision oncology, offering highly sensitive assays that combine tumor-and-normal profiling with proprietary algorithms to detect minimal residual disease (MRD) and recurrence, enable selection of targeted therapies, and enhance biomarker strategy for drug development.* On July 20, 2026, Personalis, Inc. and Tempus AI, Inc. announced a definitive merger agreement under which Tempus will acquire all outstanding Personalis shares not already owned by Tempus at $16.25 per common share, representing a 6% premium to Friday's closing price and a 28% premium to the unaffected 30-day VWAP, for a total enterprise value of $1.5 billion net of Tempus' existing ownership interest. The transaction is structured as a 100% stock deal with a floating exchange ratio of Tempus AI common stock (subject to a maximum exchange ratio of 0.3356), though Tempus has the option to elect payment in cash at its discretion, capped at 50% of consideration, to be financed with cash on hand and borrowings under existing credit facilities. The closing is expected in late 2026 or early 2027, subject to Personalis shareholder approval and receipt of applicable regulatory approvals and customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/1527753/0001193125-26-308500.txt
- 2026-07-20 · 8-K (0001193125-26-309101): 8-K - Personalis, Inc. — *Personalis, Inc. is a medical laboratory services company that provides genomic analysis and personalized medicine solutions.* Personalis, Inc. entered into a definitive merger agreement with Tempus AI, Inc. on July 20, 2026. Under the agreement, Personalis shareholders will receive a combination of Tempus Class A Common Stock and cash consideration. The per-share cash consideration is fixed at $16.25, while the stock consideration is determined by an exchange ratio that varies based on Tempus's stock price: if the volume-weighted average price (VWAP) of Tempus Class A Common Stock over the 15 trading days prior to closing is at or below $48.42 (the Floor Price), the exchange ratio is fixed at 0.3356; if above the Floor Price, the exchange ratio equals $16.25 divided by the Parent Stock Price. Parent may elect to pay cash for up to 50% of outstanding Personalis shares at $16.25 per share, with the remainder paid in stock. The transaction is expected to qualify as a reorganization under Section 368(a) of the Internal Revenue Code. Merck Sharp & Dohme LLC, holding approximately 13% of Personalis's voting power, has agreed to vote in favor of the merger. The company has the right to terminate if the Parent Stock Price falls below $46.00 (Lower Floor Price). Termination fees of approximately $76.8 million are payable by either party under specified circumstances, including if the merger is not completed by April 20, 2027 (the Outside Date), which may be extended for up to an additional 12 months.
  https://www.sec.gov/Archives/edgar/data/1527753/0001193125-26-309101.txt
- 2026-08-04 · 8-K (0001193125-26-332748): 8-K - Personalis, Inc. — *Personalis, Inc. is a leader in advanced genomics for precision oncology, offering highly sensitive assays that combine tumor-and-normal profiling with proprietary algorithms to detect minimal residual disease (MRD) and cancer recurrence at the earliest timepoints.* Personalis, Inc. announced on July 20, 2026 that it has entered into an Agreement and Plan of Merger with Tempus AI, Inc. As a result of this transaction, Personalis will no longer provide financial guidance or conduct quarterly earnings conference calls. The filing does not disclose the transaction value, consideration type, expected close date, or other material deal terms.
  https://www.sec.gov/Archives/edgar/data/1527753/0001193125-26-332748.txt

## Citations
- 0001193125-26-308500 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526308500
- 0001193125-26-309101 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526309101
- 0001193125-26-332748 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526332748