Tempus AI to acquire Personalis for $1.5B to expand into MRD cancer monitoring market

On July 20, 2026, Tempus AI, Inc., a Nevada corporation (“Tempus”), and Personalis, Inc., a Delaware corporation (“Personalis”), announced that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Tempus, Aviary Development, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Tempus (“Merger Sub I”), Toucan Development, LLC, a Nevada limited liability company and a direct, wholly-owned subsidiary of Tempus (“Merger Sub II”), and Personalis, pursuant to which, subject to the terms and conditions of the Merger Agreement, (i) Merger Sub I will merge with and into Personalis (the “First Merger”), with Personalis surviving the First Merger as a direct, wholly-owned subsidiary of Tempus, and (ii) immediately following the First Merger, Personalis will merge with and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving the Second Merger as a direct, wholly-owned subsidiary of Tempus.

the risk that prior to the closing the market price of Tempus’ Class A common stock falls below $46.00 giving rise to the right for Personalis to terminate the Merger Agreement

the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve those synergies or benefits

the risk that Tempus or Personalis may be unable to obtain governmental and regulatory approvals and clearances required for the proposed transaction, or required governmental and regulatory approvals and clearances may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger

Tempus, Personalis and certain of their respective affiliates intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC.

Under the terms of the agreement Tempus will acquire all outstanding shares of Personalis not already owned by Tempus at a price of $16.25 per common share, representing a 6% premium to Friday’s closing price and a 28% premium to unaffected 30-day VWAP. Consideration will be structured as a 100% stock transaction with Tempus having the option to elect payment in cash at Tempus’ discretion, capped at 50% of the consideration paid. Personalis shareholders will receive a floating exchange ratio of Tempus AI common stock for each share of Personalis common stock they own at closing, subject to a maximum exchange ratio of 0.3356, which shall be finalized closer to the closing of the transaction.

MRD is a large and rapidly growing market with the potential to truly transform how cancer patients are monitored, helping clinicians make faster and more informed decisions when cancer recurs ... accelerates access to industry-leading technology within the rapidly emerging MRD market, a $20 billion opportunity ... With approximately 2.1 million new cancer diagnoses expected in the U.S. this year and more people living longer after a cancer diagnosis, the need for long-term monitoring is critical and continues to grow.