Personalis: Agrees to be acquired by Tempus AI

What happened

• Personalis reported that, on Jul 20, 2026, it entered into an Agreement and Plan of Merger (the "Merger Agreement") with Tempus AI, Inc., Aviary Development, Inc. (Merger Sub I) and Toucan Development, LLC (Merger Sub II).
• The Merger Agreement provides that Merger Sub I will merge with and into the Company (the "First Merger"), with the Company surviving as a direct, wholly owned subsidiary of Tempus, and immediately thereafter the Company will merge with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving.
• Tempus filed a preliminary Registration Statement on Form S-4 on Aug 31, 2026 and Amendment No. 1 on Oct 2, 2026, each of which includes a proxy statement of the Company and a prospectus of Tempus.

Key details

• Merger Agreement date: Jul 20, 2026.
• HSR filings: Personalis and Tempus filed Premerger Notification and Report Forms on Jul 31, 2026; Tempus voluntarily withdrew its filing on Aug 31, 2026 and refiled on Sep 2, 2026, starting a new 30-day waiting period that expired at 11:59 p.m. Eastern time on Oct 2, 2026.
• Closing conditions include receipt of the Company stockholder approval at a virtual Company stockholders meeting (date and time to be determined) and satisfaction or waiver of other conditions specified in the Merger Agreement.
• The filings include forward-looking statements and reference risk factors in the preliminary Form S-4 and proxy statement/prospectus filed Aug 31, 2026 and amended Oct 2, 2026.

Why it may matter

• Item reported: Item 8.01 (Other events). The item covers disclosure of the Merger Agreement, the procedural two-step merger structure, related SEC filings (Form S-4 and Schedule 13E-3), and the expiration of the HSR waiting period. The filing also includes forward-looking statements and identifies related risks in the S-4 and proxy materials. A filing does not show why the insider traded or why the company acted.