Personalis, Inc. (PSNL) announced a definitive merger agreement dated July 20, 2026, under which Tempus AI, Inc. will acquire the company in a stock-based transaction with a potential cash component. The agreement was entered into among Personalis, Tempus AI, Aviary Development, Inc., a Delaware corporation and wholly owned Tempus subsidiary, and Toucan Development, LLC, a Nevada limited liability company and wholly owned Tempus subsidiary. The deal is structured as a two-step merger. First, Aviary Development will merge with and into Personalis, with Personalis surviving as a wholly owned subsidiary of Tempus. Immediately afterward, Personalis will merge with and into Toucan Development, with Toucan surviving as a wholly owned subsidiary of Tempus. The parties intend for the transaction to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Under the merger terms, each outstanding share of Personalis common stock, other than canceled shares and shares held by stockholders who properly exercise appraisal rights, will be converted into the right to receive shares of Tempus Class A common stock based on an exchange ratio. The baseline deal value is $16.25 per Personalis share. If the volume-weighted average price of Tempus Class A common stock over the 15 consecutive trading days before the last trading day prior to closing is equal to or below $48.42, the exchange ratio will be fixed at 0.3356 Tempus shares for each Personalis share. If the Tempus stock price is above $48.42, the exchange ratio will equal $16.25 divided by the Tempus stock price. Tempus also has the right to elect to pay cash for up to 50% of the aggregate outstanding Personalis shares, subject to possible reduction to preserve the intended tax treatment. If Tempus makes that cash election, holders would receive $16.25 in cash per share for their pro rata portion of shares covered by the election, with the remainder paid in Tempus Class A common stock. Personalis stockholders will also receive cash in lieu of fractional Tempus shares and any post-closing distributions, if applicable. The filing does not provide the total number of Personalis shares outstanding. The agreement includes detailed treatment for Personalis equity awards. Certain in-the-money Personalis options held by former employees or non-employee directors, whether vested or unvested, and vested, exercisable in-the-money options held by current service providers, will be canceled and converted into the right to receive Tempus stock consideration based on the applicable net option shares. Other eligible Personalis options will generally be assumed by Tempus and converted into options to purchase Tempus Class A common stock, with the share number multiplied by the exchange ratio and the exercise price divided by the exchange ratio. Out-of-the-money Personalis options outstanding immediately before the effective time will be canceled without consideration. Personalis restricted stock units held by company directors will vest in full immediately before the effective time and be canceled in exchange for Tempus stock consideration. Other Personalis RSUs will be assumed and converted into Tempus RSUs using the exchange ratio. For Personalis performance stock units, a portion of unvested PSUs will vest based on the number of full calendar quarters elapsed in the applicable measurement period through the closing date, divided by the total number of quarters in that measurement period, and those vested PSUs will be canceled for Tempus stock consideration. Remaining unvested PSUs will be assumed as Tempus RSU awards and will vest solely based on time, in equal quarterly installments through the end of the original measurement period, subject to continued service. The Personalis employee stock purchase plan will also be curtailed. No new participants may join current ESPP offering periods, and existing participants may not increase payroll deductions. The ESPP will terminate immediately before the merger becomes effective. If an offering period is still active near closing, its final purchase date will be accelerated to a date within 10 business days before the closing date. The Personalis board of directors and the Tempus board have approved the merger agreement, and the Personalis board resolved to recommend that Personalis stockholders adopt it. Closing remains subject to customary conditions, including approval by holders of a majority of outstanding Personalis shares entitled to vote, effectiveness of.