The filing of this amendment indicates the merger is progressing through SEC review. The next key catalyst is the stockholder vote at the Personalis special meeting; monitor the proxy mailing and vote outcome for deal completion timing.
Price Chart
Executive Summary
This Amendment No. 1 to the Schedule 13E-3 updates the going-private transaction statement for Personalis, Inc., filed in connection with Amendment No. 1 to Tempus AI's Form S-4 registration statement, which includes an amended preliminary proxy statement/prospectus. The amendment responds to SEC staff comments received on September 24, 2026, and incorporates the updated proxy/prospectus by reference. The merger remains on track with Personalis stockholders set to vote on the proposal, and the transaction will result in Personalis becoming a wholly owned subsidiary of Tempus AI, with Personalis common stock being delisted and deregistered.
Key Facts
- This Amendment No. 1 to Schedule 13E-3 was filed on October 2, 2026, in connection with Amendment No. 1 to Tempus AI's Form S-4 registration statement.
- The Form S-4 Amendment includes an amended preliminary proxy statement/prospectus for Personalis stockholders, filed to respond to SEC staff comments from September 24, 2026.
- The transaction involves Personalis merging with wholly owned subsidiaries of Tempus AI, with Personalis common stock to be delisted and deregistered.
- The Personalis Board recommends stockholders vote in favor of the merger proposal.
- A Voting Agreement exists between Personalis and Merck Sharp & Dohme LLC, dated July 20, 2026.
- Financial advisors Centerview Partners LLC, TD Securities (USA) LLC, and Morgan Stanley & Co. LLC provided fairness opinions to the Personalis Board and Tempus Board.
Financial Impact
The merger consideration and specific financial terms are not disclosed in this amendment; the filing incorporates the proxy statement/prospectus by reference, which contains the detailed merger consideration structure.
Risk Factors
- The merger is subject to stockholder approval and other customary closing conditions; failure to obtain approval would terminate the deal.
- Appraisal rights are available to dissenting Personalis stockholders under Delaware law, which could create uncertainty in the final consideration.
- The combined company's debt may limit financial flexibility and adversely affect financial condition and results of operations.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13E-3/A Filing (Primary) | 0001193125-26-412568 |
| Document: 0001193125-26-412568-index-headers.html | 0001193125-26-412568 |
| Document: 0001193125-26-412568-index.html | 0001193125-26-412568 |
| Document: 0001193125-26-412568.txt | 0001193125-26-412568 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 5d ago | DEFM14A | $15.82 | awaiting T+20 | — | $15.88 (+0.38%) |
Oct 20, 2026 6d ago | 425 | $15.90 | awaiting T+20 | — | $15.88 (−0.13%) |
Oct 20, 2026 6d ago | 425 | $15.90 | awaiting T+20 | — | $15.88 (−0.13%) |
Oct 20, 2026 6d ago | SC 13E-3/A | $15.90 | awaiting T+20 | — | $15.88 (−0.13%) |
Oct 6, 2026 20d ago | 425 | $16.00 | awaiting T+20 | — | $15.88 (−0.75%) |
Oct 6, 2026 20d ago | 8-K | $16.00 | awaiting T+20 | — | $15.88 (−0.75%) |
Oct 2, 2026 24d ago | SC 13E-3/A | $16.40 | awaiting T+20 | — | $15.88 (−3.17%) |
Sep 22, 2026 5w ago | Insider Cluster | $16.35 $15.90 | ▲ +2.75% | ▲ +3.44% | $15.88 (+2.87%) |
Aug 9, 2026 11w ago | Institutional Cluster | $14.50 $16.60 | ▲ +14.48% | ▲ +15.40% | $15.88 (+9.52%) |
Jul 20, 2026 14w ago | 425 | $13.44 $13.91 | ▲ +3.50% | ▲ +0.94% | $15.88 (+18.15%) |
US Market Status
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