Tempus AI Files S-4 for $1.5B Personalis Acquisition — Exchange Ratio, Cash Election, and Regulatory Timeline Detailed
TEM sits 55% above its 52-week low of $40.77.
Summary
Tempus AI's S-4 filing details the mechanics of its $1.5B all-stock acquisition of Personalis, including a floating exchange ratio with a $48.42 floor, an optional 50% cash election at $16.25/share, and a $76.8M termination fee. Regulatory review is ongoing with HSR re-filing expected September 2, 2026.
Key Events · M&A and Partnerships · TEM
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Exchange Ratio Mechanics Quantified
Personalis shareholders receive 0.3356 Tempus shares if Tempus Stock Price ≤ $48.42 (Floor Price), or $16.25 ÷ Tempus Stock Price if above the floor. At today's $63.10 price, the ratio would be approximately 0.2575 Tempus shares per Personalis share.
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Tempus Cash Election Up to 50%
Tempus may elect, at its sole discretion, to pay up to 50% of the consideration in cash at $16.25 per Personalis share, with the remaining 50% in stock. This election must be made at least 3 business days before closing.
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Termination Fees and Walkaway Rights
Mutual termination fee of $76,806,179 applies in specified circumstances. Personalis may terminate if Tempus Stock Price falls below $46.00 (Lower Floor Price). Outside date is April 20, 2027, extendable to October 20, 2027 and April 20, 2028.
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Regulatory Timeline Updated
HSR filing withdrawn August 31, 2026, to be re-filed September 2, 2026, restarting a 30-day waiting period expiring October 2, 2026. UK CMA confirmed no further questions on August 13, 2026.
Analysis · TEM · Technology
This S-4 registration statement converts the previously announced $1.5 billion Personalis acquisition from a headline into a fully specified transaction. The exchange ratio mechanics are now quantified: Personalis shareholders receive 0.3356 Tempus shares if Tempus trades at or below $48.42, or $16.25 worth of stock if Tempus trades above that floor. Tempus retains the right to pay up to 50% of the consideration in cash at $16.25 per share. The filing also reveals a $76.8 million mutual termination fee, a Personalis walkaway right if Tempus stock falls below $46.00, and an outside date of April 20, 2027 with extensions to April 2028. Regulatory progress is disclosed: the HSR filing was withdrawn on August 31, 2026 and will be re-filed September 2, 2026, restarting a 30-day waiting period that expires October 2, 2026. The UK CMA confirmed no further questions on August 13, 2026. For Tempus shareholders, the key risk is dilution: Personalis holders will own approximately 8% to 14.8% of the combined company depending on whether Tempus exercises the cash election. The deal remains subject to Personalis stockholder approval and regulatory clearance.
How filings like this one have moved
In the 30 days to Sep 10, 2026, 35.8% of the 1864 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was 0.00%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, TEM was trading at $63.10 on NASDAQ in the Technology sector, with a market capitalization of approximately $11.4B. The 52-week trading range was $40.77 to $104.32. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.