Personalis Clears HSR Antitrust Review for Tempus Merger

summarizeSummary

Personalis announced the HSR waiting period for its pending acquisition by Tempus AI expired on October 2, 2026, clearing a major antitrust condition. Stockholder approval and other closing conditions remain. The merger will proceed in two steps, with Personalis first merging into Aviary Development, Inc. and then into Toucan Development, LLC.

check_boxKey Events · M&A and Partnerships · PSNL

• New · Oct 6 · SEC 425

  Two-Step Merger Structure

  The merger is a two-step process: Merger Sub I merges with and into Personalis, with Personalis surviving as a direct, wholly owned subsidiary of Tempus; immediately thereafter, Personalis merges with and into Merger Sub II, with Merger Sub II surviving as a direct, wholly owned subsidiary of Tempus. Merger Sub I is Aviary Development, Inc., a Delaware corporation, and Merger Sub II is Toucan Development, LLC, a Nevada limited liability company.

• New · Oct 6 · SEC 425

  HSR Filings Made

  Personalis and Tempus each filed a Premerger Notification and Report Form under the HSR Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission on July 31, 2026.

• New · Oct 6 · SEC 425

  S-4 Registration Statement Filed

  Tempus filed a preliminary Registration Statement on Form S-4 on August 31, 2026, and Amendment No. 1 thereto on October 2, 2026, each of which includes a proxy statement of Personalis and a prospectus of Tempus.

• New · Oct 6 · SEC 425

  Schedule 13E-3 Filed

  Tempus, Personalis, and certain of their respective affiliates jointly filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with the SEC on August 31, 2026, and Amendment No. 1 thereto on October 2, 2026.

• Updated · Oct 6 · SEC 425

  HSR Waiting Period Expired

  The Hart-Scott-Rodino antitrust waiting period for the Tempus AI merger expired at 11:59 p.m. Eastern time on October 2, 2026, clearing a key regulatory condition to closing.

• Refiling Restarted Clock

  Tempus voluntarily withdrew its HSR filing on August 31, 2026 and refiled on September 2, 2026, restarting the 30-day statutory waiting period that has now lapsed without a second request.

• Remaining Closing Conditions

  The merger still requires Personalis stockholder approval at a virtual special meeting (date to be announced) and satisfaction or waiver of other conditions in the Merger Agreement.

• Deal Terms Recap

  The transaction values Personalis at approximately $1.85 billion, with Tempus AI acquiring the company in an all-stock deal announced July 20, 2026.

auto_awesomeAnalysis · PSNL · Industrial Applications And Services

The HSR waiting period expired on October 2, 2026, removing a key regulatory hurdle to the $1.85 billion Tempus acquisition. The deal still requires Personalis stockholder approval and satisfaction of other closing conditions, but antitrust clearance materially de-risks the transaction. The refiling on September 2, 2026 restarted the clock, and the expiration now confirms no second request from regulators. The merger is structured as a two-step process: Merger Sub I, Aviary Development, Inc., a Delaware corporation, will merge with and into Personalis, with Personalis surviving as a direct, wholly owned subsidiary of Tempus; immediately thereafter, Personalis will merge with and into Merger Sub II, Toucan Development, LLC, a Nevada limited liability company, with Merger Sub II surviving as a direct, wholly owned subsidiary of Tempus. Personalis and Tempus each filed a Premerger Notification and Report Form under the HSR Act with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission on July 31, 2026. Tempus filed a preliminary Registration Statement on Form S-4 on August 31, 2026, and Amendment No. 1 thereto on October 2, 2026, each of which includes a proxy statement of Personalis and a prospectus of Tempus. Tempus, Personalis, and certain of their respective affiliates jointly filed a Rule 13e-3 Transaction Statement on Schedule 13E-3 with the SEC on August 31, 2026, and Amendment No. 1 thereto on October 2, 2026.