Personalis to Merge With Tempus AI Under Agreement Filed With SEC

Personalis, Inc. has entered into an agreement to be acquired by Tempus AI, Inc. through a two-step merger, according to a filing with the SEC.

The Agreement and Plan of Merger, dated July 20, 2026, is between Tempus AI, Inc., a Nevada corporation, as parent, along with two merger subsidiaries, Aviary Development, Inc. and Toucan Development, LLC, and Personalis, Inc., a Delaware corporation, according to the filing.

Under the structure described in the agreement, Merger Sub I will first merge into Personalis, with Personalis surviving as a wholly owned subsidiary of Tempus AI, and immediately afterward, Personalis will merge into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Tempus AI, the filing said.

Each share of Personalis common stock outstanding immediately before the effective time, other than cancelled shares and shares subject to appraisal rights, will be converted into the right to receive merger consideration as defined in the agreement, according to the filing.

The filing said the parties intend that the two mergers, taken together, will qualify as a single integrated transaction constituting a tax reorganization under Section 368(a) of the Internal Revenue Code, with the agreement adopted as a plan of reorganization for that purpose.

According to the filing, the Personalis board of directors unanimously determined that the terms of the agreement and the transactions, including the mergers, are fair to and in the best interests of the company and its stockholders, approved the agreement, and resolved to recommend that stockholders adopt it.

The filing also disclosed that, concurrently with signing the agreement, a certain Personalis stockholder entered into a voting agreement with the company, agreeing to vote its shares of Personalis common stock in favor of adopting the agreement and approving the mergers and other transactions contemplated by it.