$TEM · Tempus AI, Inc.

Tempus AI filed Amendment No. 2 to its S-4 registration statement for the acquisition of Personalis, Inc. The deal uses a two-step merger structure: Personalis stockholders receive 0.3356 Tempus Class A shares per Personalis share if Tempus trades at or below $48.42, or $16.25 worth of Tempus shares if above. Tempus retains the option to pay up to 50% in cash at $16.25 per share. The Personalis special meeting is scheduled for November 30, 2026, with a record date of October 15, 2026. Merck (≈13% voting power) and Tempus (≈12%) have committed to vote in favor.

TEM shares are up modestly in extended hours (+0.42% vs regular close at $67.03). The amended S-4 is procedural and does not alter deal economics, so the muted reaction is consistent with a filing that advances an already-announced transaction.

The amended S-4 locks in the vote date and final deal mechanics for Tempus's acquisition of Personalis, a transaction that expands its AI diagnostics platform into genomic sequencing.

This is a consolidation play in AI-driven precision medicine: Tempus (diagnostics/data) absorbing Personalis (genomic sequencing). The deal structure with a floating exchange ratio and optional cash component mirrors other tech-biotech crossovers where acquirers want flexibility on deal currency.

The exchange ratio is floating above $48.42 (Tempus Floor Price), meaning Personalis stockholders bear Tempus share price risk between now and closing. If Tempus stock declines, the value of consideration declines proportionally. Tempus can also unilaterally shift up to 50% of consideration to cash,