Tempus Sets Nov 30 Personalis Vote; Finalizes $16.25/Share Exchange Terms

summarizeSummary

Tempus' S-4/A sets the Personalis shareholder vote for November 30, 2026 and locks in the $16.25-per-share exchange mechanics, with HSR clearance already obtained. Up to ~38.9M Tempus shares (about 18% of the combined company) could be issued, with dilution shrinking as Tempus' stock price rises above the $48.42 floor.

check_boxKey Events · M&A and Partnerships · TEM

• Personalis Vote Set for November 30

  Personalis shareholders of record on October 15, 2026 (108,387,392 shares outstanding) will vote on the merger at a virtual special meeting on November 30, 2026; the Personalis board unanimously recommends approval.

• Exchange Ratio and $16.25 Floor Terms

  Each Personalis share converts into 0.3356 Tempus Class A shares if Tempus' 15-day VWAP is at or below $48.42, or $16.25 divided by that VWAP if above. Personalis can terminate if the Tempus Stock Price falls below $46.00.

• Up to ~38.9M Shares, ~18% of Combined Company

  At the maximum 0.3356 ratio with no cash election, Tempus would issue about 38.9 million Class A shares, leaving pre-deal Tempus holders with roughly 82% and Personalis holders up to about 18% of the combined company.

• Tempus Cash Election Up to 50%

  Tempus may elect before closing to pay $16.25 per share in cash for up to 50% of Personalis shares, automatically reduced if needed to keep stock at least 40% of total consideration for tax-free reorganization treatment.

auto_awesomeAnalysis · TEM · Technology

This amendment turns the Personalis acquisition from an announced deal into a scheduled event. Personalis shareholders vote November 30, 2026 on a deal worth $16.25 per Personalis share, paid in Tempus Class A stock at a floating exchange ratio (0.3356 if Tempus' 15-day VWAP is at or below $48.42, otherwise $16.25 divided by that VWAP), with Tempus able to elect cash for up to half the shares. The regulatory path is essentially clear — the HSR waiting period expired October 2, 2026 and the UK CMA raised no further questions — so the shareholder vote is the remaining gating item. For Tempus holders the key number is dilution: up to roughly 38.9 million new Class A shares, or about 18% of the post-close company, against a stock trading at $66.70 today versus the $48.42 floor. Because the exchange ratio floats above the floor, a higher Tempus price means fewer shares issued, so the actual dilution depends on where Tempus trades in the 15 days before closing. Personalis holders get a fixed $16.25 of value above the floor but no upside from Tempus appreciation before closing, and can walk away only if Tempus falls below $46.00.