1. Vote at the special meeting
Shareholders vote on the merger at a virtual special meeting (the date is not yet set in the S-4/A). If it is approved and closes, your shares are converted automatically; no tender is needed.
Merger Spreads › Deal guides › PSNL
Personalis (PSNL) is being acquired by Tempus AI: what a stock deal pays and how it works
Terms checked against SEC filings on 2026-10-12 · checking for newer filings…
Headline value$16.25per Personalis share, paid mainly in Tempus stock
Market price—loading…
Implied value today—at the acquirer’s latest price (indicative)
Spread—gap to the offer
Ratio cap0.3356Tempus shares per Personalis share (maximum)
StatusVote pendingS-4/A filed; special meeting date not set
In one paragraph
Tempus AI (TEM) agreed on July 20, 2026 to acquire Personalis (PSNL). Unlike a cash deal, most of the payment is Tempus stock, so what you receive depends on Tempus's share price. According to the S-4/A, each Personalis share is converted into Tempus Class A shares at an Exchange Ratio of 0.3356 if the “Tempus Stock Price” is $48.42 or lower, or $16.25 ÷ Tempus Stock Price if it is higher. In the second case you receive about $16.25 of Tempus stock; in the first, less. Tempus can instead choose to pay $16.25 in cash for up to 50% of the shares.
What can a Personalis shareholder do?
This is general information, not advice. Taxes: a cash buyout is generally treated like a sale of your shares; check your own situation.
How the exchange ratio works (example)
Value per Personalis share = the smaller of $16.25 and 0.3356 × Tempus Stock Price. The Tempus Stock Price is the volume-weighted average price over the 15 trading days that end before the last trading day before closing. Examples: if Tempus averages $60, the ratio is 16.25 ÷ 60 = 0.2708 shares, worth $16.25. If Tempus averages $40, the ratio is capped at 0.3356, worth 0.3356 × 40 = $13.42. You will not know the final ratio, or the cash/stock mix, when you vote.
What could go wrong?
- Tempus's share price. Above $48.42 your value is fixed at about $16.25; below it, the value falls one-for-one with Tempus. The live card above shows the value at today's Tempus price.
- Walk-away right. According to company statements, Personalis can terminate if Tempus's stock price falls below $46.00.
- Vote or regulatory failure. Termination fees are about $76.8 million each way in specified cases. The outside date is April 20, 2027.
Timeline
- Jul 20, 2026 Merger agreement signed; a large Personalis holder signed a voting agreement.
- Oct 2026 S-4/A filed with the SEC.
- TBD Personalis special meeting (virtual); closing after approvals.
- Apr 20, 2027 Outside date of the agreement.
Frequently asked questions
- Will I get cash or stock?
- Mainly Tempus stock. Tempus may elect to pay $16.25 in cash for up to 50% of the shares, at its option and up to three business days before closing.
- Is $16.25 guaranteed?
- No. It is the value only while the Tempus Stock Price is above $48.42. Below that the ratio stops rising and the value falls with Tempus.
- Why does this page show an “indicative” value?
- Because the final ratio is set from a 15-day average before closing. The page values the deal at Tempus's latest price, which is only an estimate.
- Where are the official terms?
- In the merger agreement and the S-4/A, linked below. They prevail over anything on this page.
Sources
- Tempus AI Form S-4/A (Oct 2026): merger terms
- Personalis Form 425 (termination fees and deal summary)
- Personalis Form 10-Q (June 30, 2026)
Not investment advice
Merger Spreads is an information service. Prices can be delayed; deal terms are checked by hand against public filings and can change. Always read the filings and talk to your broker before acting.
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