Monitor Personalis stockholder vote and HSR review timeline. Tempus stock price relative to the $48.42 floor will determine the final exchange ratio — a decline below $46.00 gives Personalis a termination right. Watch for any competing bids or regulatory pushback that could trigger the reverse termination fee.
Price Chart
Executive Summary
Tempus AI (TEM) has entered into a definitive merger agreement to acquire Personalis, Inc. in a stock-for-stock transaction valued at an implied $16.25 per Personalis share (based on the cash election option), structured as a tax-free reorganization. Personalis stockholders will receive Tempus Class A common stock based on a floating exchange ratio, with Tempus retaining the option to pay cash for up to 50% of shares. The deal is subject to Personalis stockholder approval, regulatory clearances (including HSR), and other customary conditions, with an expected closing by April 2027.
Key Financial Metrics
Key Facts
- Tempus AI to acquire Personalis via two-step merger structure; Personalis will become a wholly-owned subsidiary
- Personalis shareholders receive Tempus Class A common stock; Exchange Ratio = 0.3356 if Tempus VWAP ≤ $48.42, else $16.25 / Tempus VWAP
- Tempus may elect to pay cash for up to 50% of shares at $16.25 per share (Cash Consideration), subject to reduction to maintain tax-free treatment
- Termination fee of ~$76.8M payable by Personalis to Tempus in certain scenarios (e.g., board change of recommendation); reverse termination fee of ~$76.8M payable by Tempus to Personalis for antitrust-related failures
- Transaction intended to qualify as a tax-free reorganization under Section 368(a) of the Code
- Conditions include Personalis stockholder approval, HSR clearance, Nasdaq listing of Tempus shares, effectiveness of Form S-4, and receipt of tax opinion
- Outside Date initially April 20, 2027, with automatic extensions to October 2027 and April 2028 if regulatory conditions remain unsatisfied
Financial Impact
Implied per-share value of $16.25 based on cash election option; total equity value not explicitly stated in filing. Tempus will issue shares as consideration, causing dilution for existing Tempus shareholders.
Risk Factors
- Failure to obtain Personalis stockholder approval or regulatory clearances (HSR, antitrust)
- Tempus stock price falling below $46.00, triggering Personalis termination right
- Integration risks and potential inability to achieve expected synergies
- Dilution from issuance of Tempus shares as merger consideration
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-309073 |
| Document: d128960d8k.htm | 0001193125-26-309073 |
| Document: 0001193125-26-309073-index-headers.html | 0001193125-26-309073 |
| Document: 0001193125-26-309073-index.html | 0001193125-26-309073 |
| Document: 0001193125-26-309073.txt | 0001193125-26-309073 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 3, 2026 28d ago | Insider Cluster | $64.62 $62.21 | ▼ −3.73% | ▼ −2.52% | $76.41 (+18.25%) |
Sep 3, 2026 28d ago | Insider Cluster | $64.62 $62.21 | ▼ −3.73% | ▼ −2.52% | $76.41 (+18.25%) |
Sep 1, 2026 4w ago | Insider Cluster | $62.27 $61.28 | ▼ −1.59% | ▼ −1.67% | $76.41 (+22.71%) |
Aug 28, 2026 5w ago | Insider Cluster | $64.04 $64.62 | ▼ −0.91% | ▼ −0.80% | $76.41 (−19.32%) |
Aug 25, 2026 5w ago | 144 | $68.48 $61.94 | ▲ +9.55% | ▲ +9.43% | $76.41 (−11.58%) |
Aug 25, 2026 5w ago | Insider Cluster | $68.73 $62.27 | ▼ −9.40% | ▼ −8.86% | $76.41 (+11.17%) |
Aug 21, 2026 6w ago | Insider Cluster | $72.69 $64.04 | ▲ +11.90% | ▲ +12.37% | $76.41 (−5.12%) |
Aug 19, 2026 6w ago | 144 | $66.65 $70.69 | ▲ +6.06% | ▲ +4.95% | $76.41 (+14.64%) |
Aug 18, 2026 6w ago | Insider Cluster | $49.36 $68.73 | ▼ −39.24% | ▼ −39.44% | $76.41 (−54.80%) |
Aug 11, 2026 7w ago | Insider Cluster | $55.69 $49.36 | ▼ −11.37% | ▼ −10.96% | $76.41 (+37.21%) |
US Market Status
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