Tempus AI Files Amended Form S-4 for Proposed Acquisition of Personalis

Overview & Transaction Summary

On October 2, 2026, Tempus AI, Inc. filed Amendment No. 1 to its registration statement on Form S-4 (File No. 333-298668) regarding its proposed acquisition of Personalis, Inc.

Key Terms of the Merger

• Structure: Aviary Development, Inc. (Merger Sub I) will merge with and into Personalis, followed immediately by a merger of Personalis into Toucan Development, LLC (Merger Sub II), leaving Personalis's business operating as a wholly owned subsidiary of Tempus.
• Merger Consideration:
  • Stock Consideration: Fixed exchange ratio of 0.3356 shares of Tempus Class A Common Stock per share of Personalis common stock if the Tempus stock price is $\le$ $48.42 (Floor Price); or the quotient of $16.25 divided by the Tempus stock price if it exceeds the Floor Price.
  • Cash Election: Tempus has the option to elect to pay $16.25 per share in cash for up to 50% of outstanding Personalis common stock.
• Voting Agreements: Personalis entered into a voting agreement with Merck Sharp & Dohme LLC to vote in favor of the merger proposal.
• Shareholder Approvals: Requires approval of Personalis common stockholders; no Tempus shareholder vote is required to authorize the transaction or share issuance.