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NASDAQ: TEM Tempus AI, Inc. 8-K

Tempus AI to acquire Personalis for $16.25/share in stock-and-optional-cash merger

Filed July 20, 2026 · Period ending July 20, 2026 · ~1 min read

Key Changes

  • high

    Tempus signed definitive agreement to acquire Personalis through two-step merger; consideration is Tempus Class A stock valued at $16.25/share, with Tempus holding option to pay up to 50% in cash at same price.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • high

    Exchange ratio is 0.3356 shares if Tempus trades at or below $48.42, or $16.25 divided by Tempus' 15-day VWAP if above that floor; Personalis may terminate if Tempus falls below $46.00 shortly before closing.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • medium

    Closing requires Personalis shareholder approval (majority vote), HSR clearance, Nasdaq listing approval for Tempus shares, and SEC registration statement effectiveness; outside date is April 20, 2027 with two potential six-month extensions.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

1 more material change behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Source-verified from EDGAR · Narrative written by AI · Jul 20, 2026 · How we verify