This procedural amendment does not change the merger terms. The key catalyst is the stockholder vote at the Personalis Special Meeting. Monitor for the final proxy mailing and vote outcome; the stock will trade on the merger spread until closing.
Price Chart
Executive Summary
This is Amendment No. 2 to the Schedule 13E-3 filed by Tempus AI, Inc. and related parties in connection with the going-private merger of Personalis, Inc. The amendment is filed alongside an amended S-4 registration statement to finalize procedural details for accelerated effectiveness. The merger will result in Personalis stockholders receiving Tempus Class A common stock, and Personalis common stock will be delisted and deregistered. No material changes to the transaction terms or financial disclosures are included in this amendment.
Key Facts
- Amendment No. 2 to Schedule 13E-3 filed on October 20, 2026, in connection with the going-private merger of Personalis by Tempus AI.
- Filed alongside Amendment No. 2 to Tempus's Form S-4 registration statement to finalize procedural information for accelerated effectiveness.
- Merger consideration consists of Tempus Class A common stock; Personalis common stock will be delisted and deregistered upon closing.
- The Personalis Board recommends stockholders vote in favor of the merger; fairness opinions from Centerview Partners, TD Securities, and Morgan Stanley are included.
- A voting agreement with Merck Sharp & Dohme LLC supports the transaction.
Financial Impact
No specific financial figures (revenue, EPS, deal value) are disclosed in this amendment. The merger consideration is Tempus Class A common stock; no cash amount is stated.
Risk Factors
- Risk that stockholders vote against the merger, though the voting agreement with Merck Sharp & Dohme provides a base of support.
- Risk of appraisal rights being exercised by dissenting stockholders, which could delay or increase costs of the transaction.
- Risk that the combined company's debt load limits financial flexibility post-merger.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13E-3/A Filing (Primary) | 0001193125-26-426818 |
| Document: 0001193125-26-426818-index-headers.html | 0001193125-26-426818 |
| Document: 0001193125-26-426818-index.html | 0001193125-26-426818 |
| Document: 0001193125-26-426818.txt | 0001193125-26-426818 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 21, 2026 6d ago | DEFM14A | $15.82 | awaiting T+20 | — | $15.98 (+1.01%) |
Oct 20, 2026 6d ago | 425 | $15.90 | awaiting T+20 | — | $15.98 (+0.50%) |
Oct 20, 2026 7d ago | 425 | $15.90 | awaiting T+20 | — | $15.98 (+0.50%) |
Oct 20, 2026 7d ago | SC 13E-3/A | $15.90 | awaiting T+20 | — | $15.98 (+0.50%) |
Oct 6, 2026 21d ago | 425 | $16.00 | awaiting T+20 | — | $15.98 (−0.13%) |
Oct 6, 2026 21d ago | 8-K | $16.00 | awaiting T+20 | — | $15.98 (−0.13%) |
Oct 2, 2026 25d ago | SC 13E-3/A | $16.40 | awaiting T+20 | — | $15.98 (−2.56%) |
Sep 22, 2026 5w ago | Insider Cluster | $16.35 $15.90 | ▲ +2.75% | ▲ +3.44% | $15.98 (+2.26%) |
Aug 9, 2026 11w ago | Institutional Cluster | $14.50 $16.60 | ▲ +14.48% | ▲ +15.40% | $15.98 (+10.21%) |
Jul 20, 2026 14w ago | 425 | $13.44 $13.91 | ▲ +3.50% | ▲ +0.94% | $15.98 (+18.90%) |
US Market Status
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