Personalis, Inc.

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On July 20, 2026, Personalis, Inc., a Delaware corporation (“Personalis” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Tempus AI, Inc., a Nevada corporation (“Tempus” or “Parent”), Aviary Development, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub I”) and Toucan Development, LLC, a Nevada limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, (a) Merger Sub I will be merged with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Parent (the “First Surviving Corporation”), and (b) as part of the same overall transaction, immediately after the First Merger, the First Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving as a wholly-owned subsidiary of Parent (the “Surviving Company”). The parties intend that the transaction qualify as a reorganization under Section 368(a) of the Code. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined have the meaning set forth in the Merger Agreement. Approvals. The execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby have been approved by the board of directors of the Company (the “Company’s Board of Directors”) and the board of directors of Tempus, and the Company’s Board of Directors has resolved to recommend to the stockholders of the Company to adopt the Merger Agreement, subject to its terms and conditions. Consideration to Company Stockholders. At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are owned or held in treasury by the Company or are owned by Parent, the Merger Subs or their other controlled affiliates (such shares, the “Cancelled Shares”) and shares of Company Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares in accordance with the DGCL (such shares, the “Dissenting Shares”)) will be automatically converted into the right to receive in accordance with, and subject to the terms, conditions and procedures set forth in the Merger Agreement, the following consideration (collectively, the “Merger Consideration”): a number of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock equal to the Exchange Ratio (the “Stock Consideration”); provided, however, that Parent may elect (a “Parent Cash Election”) to pay cash for up to 50% of the aggregate number of outstanding shares of Company Common Stock (which such amount may be automatically reduced to preserve the intended tax treatment of the Mergers). If Parent makes a Parent Cash Election, each holder will receive: (a) an ... cash in lieu of fractional shares of Parent Class A Common Stock in accordance with the Merger Agreement (the “Fractional Share Consideration”); and Post-Closing Distributions, if any. Pursuant to the Merger Agreement, the Exchange Ratio is determined as follows: if the Parent Stock Price (as defined below) is equal to or less than the Floor Price of $48.42, the Exchange Ratio will be fixed at 0.3356; and if the Parent Stock Price is greater than the Floor Price, the Exchange Ratio will be equal to $16.25 divided by the Parent Stock Price. The “Parent Stock Price” means the volume-weighted average price of Parent Class A Common Stock on The Nasdaq Global Select Market (“Nasdaq”) for the fifteen consecutive trading days prior to the last trading day prior to the Closing Date. However, if Parent enters into or consummates a Parent Transaction (as defined in the Merger Agreement) prior to the Closing, the Parent Stock Price will instead be based on the per-share consideration payable in the Parent Transaction. The shares of Parent Class A Common Stock to be issued as Stock Consideration will be listed on Nasdaq. Treatment of Company Equity Awards. The Merger Agreement provides that, at the Effective Time: each In-the-Money Company Option (i) held by a former employee or any non-employee director (whether vested or unvested) or (ii) held by any current service provider that is vested and exercisable, in each case, that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted into the right to receive the Stock Consideration in respect of each Net Option Share subject to such In-the-Money Company Option immediately prior to the Effective Time; each other In-the-Money Company Option that is outstanding and unexercised immediately prior to the Effective Time will be assumed by Parent and converted automatically into an option to purchase a number of shares of Parent Class A Common Stock equal to the product obtained by multiplying (x) the number of shares subject to such In-the-Money Company Option immediately prior to the Effective Time, by (y) the Exchange Ratio, with an exercise price per share of Parent Class A Common Stock e... each Out-of-the-Money Company Option outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) will be cancelled without any consideration; each Company RSU (whether vested or unvested) that is held by a non-employee director of the Company outstanding as of immediately prior to the Effective Time will automatically accelerate to be fully vested as of immediately prior to the Effective Time and be cancelled in exchange for the Stock Consideration; each other Company RSU that is outstanding immediately prior to the Effective Time will be assumed and converted automatically into a restricted stock unit with respect to a number of shares of Parent Class A Common Stock equal to the product obtained by multiplying (i) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time by (ii) the Exchange Ratio; the unvested portion of each Company PSU that is outstanding immediately prior to the Effective Time will accelerate and vest with respect to that number of Company PSUs equal to (i) the total outstanding Company PSUs multiplied by (ii) the quotient obtained by dividing (x) the number of full calendar quarters that have elapsed from (and including) the start of the applicable measurement period through (and including) the Closing Date by (y) the number of full calendar quarters in the mea... ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── after giving effect to the foregoing acceleration, the remaining unvested portion of each Company PSU that is outstanding immediately prior to the Effective Time will be assumed and converted automatically into a restricted stock unit award with respect to a number of shares of Parent Class A Common Stock equal to the product obtained by multiplying (i) the number of unvested Company PSUs by (ii) the Exchange Ratio. Following the Effective Time, the assumed PSUs shall be subject to only t... ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── (i) with respect to any offering periods in effect as of the signing of the Merger Agreement under the Company ESPP (the “Current ESPP Offering Periods”), no employee who is not a participant in the Company ESPP may become a participant in the Company ESPP and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the date hereof for such Current ESPP Offering Periods; (ii) subject to the consummation of the Mergers, the Company E... Conditions to Closing. Under the terms of the Merger Agreement, the completion of the Mergers is subject to certain customary closing conditions, including, among others: (i) the approval of the Mergers and adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon; (ii) the approval for listing on Nasdaq of the Parent Class A Common Stock to be issued in the Mergers; (iii) the effectiveness of a registration statement on Form S-4 filed by Parent registering the Parent Class A Common Stock to be issued in connection with the Mergers; (iv) the accuracy of the parties’ respective representations and warranties in the Merger Agreement, subject to specified materiality qualifications; (v) compliance by the parties with their respective covenants in the Merger Agreement; (vi) the absence of any law or order restraining, enjoining or otherwise prohibiting the consummation of the Mergers; (vii) the expiration or termination of the required waiting period applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval or issuance of any other filing or consent or the expiration or termination of any other waiting period applicable to the Mergers, in accordance with the Merger Agreement; (viii) the receipt by the Company of an opinion to the effect that the Mergers will qualify as a reorganization for U.S. federal income tax purposes; and (ix) the absence of a Company Material Adverse Effect (in the case of Parent’s obligation to close) or a Parent Material Adverse Effect (in the case of the Company’s obligation to close). Representations, Warranties and Covenants. The Merger Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. From the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, the Company has agreed, subject to certain exceptions, to use reasonable best efforts to operate its business and operations in all material respects in the ordinary course and the Company and Parent have each agreed to certain other interim operating covenants, as set forth more fully in the Merger Agreement. No-Solicitation. The Company has also agreed to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals from third parties and engage in discussions or negotiations with third parties regarding alternative acquisition proposals. Notwithstanding these restrictions, the Company may under certain circumstances provide, pursuant to an acceptable confidentiality agreement, information to and engage in or otherwise participate in discussions or negotiations with third parties with respect to a written alternative acquisition proposal that the Company’s Board of Directors has determined in good faith, after consultation with its financial advisors and outside legal counsel, constitutes or could reasonably be expected to lead to a Superior Proposal and the failure to take such action would be inconsistent with the fiduciary duties of the Company’s Board of Directors under applicable law. The Merger Agreement also requires that the Company’s Board of Directors recommend that the stockholders of the Company adopt the Merger Agreement (the “Company Board Recommendation”) and not, among other things, (a) (i) withdraw or qualify (or modify in a manner adverse to Parent), or otherwise propose to withdraw or qualify (or modify in a manner adverse to Parent), the Company Board Recommendation, (ii) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any alternative acquisition proposal or (iii) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus or the Form S-4, (any such action in (a), a “Company Adverse Change Recommendation”), or (b) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Company Acquisition Agreement (other than an acceptable confidentiality agreement) with respect to any alternative acquisition proposal. The Company’s Board of Directors is permitted, subject to the terms and conditions set forth in the Merger Agreement, to make a Company Adverse Change Recommendation in response to a Superior Proposal and/or make a Company Adverse Change Recommendation in response to a Change in Circumstance, subject in each case to certain notice and matching rights in favor of Parent and payment of the termination fee described below in certain circumstances. Notwithstanding a Company Adverse Change Recommendation, unless the Merger Agreement is validly terminated, the Company is still required to convene the meeting of its stockholders to obtain the requisite stockholder approval contemplated by the Merger Agreement. Termination Rights. The Merger Agreement includes a remedy of specific performance for the Company and Parent. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including a termination by Parent due to a Company Adverse Change Recommendation, the Company will be required to pay to Parent a termination fee (the “Termination Fee”) of approximately $76.8 million. The Termination Fee is also payable if: (a) the Merger Agreement is terminated in certain circumstances, (b) after the date of the Merger Agreement and prior to such termination a bona fide proposal for an alternative acquisition transaction has been publicly disclosed and not withdrawn, and (c) within twelve months of such termination, the Company enters into a definitive agreement with respect to an alternative acquisition transaction that is subsequently consummated. The Company also has the right to terminate the Merger Agreement if the Parent Stock Price (as finally determined pursuant to the Merger Agreement) is less than the Lower Floor Price of $46.00, which right is only expected to be exercisable within a two business day period preceding the day the Closing would otherwise be required to occur. The Merger Agreement further provides that Parent will be required to pay the Company a reverse termination fee of approximately $76.8 million in the event the Merger Agreement is terminated under certain specified circumstances, including if the Merger Agreement is terminated by Parent or the Company either (a) due to the existence of a permanent legal restraint under the HSR Act or another Antitrust Law (solely to the extent such restraint is primarily due to Parent’s breach of certain of its obligations under the Merger Agreement), or (b) due to the Effective Time not having occurred by April 20, 2027 (the “Outside Date”) (provided that the Outside Date will be automatically extended for an additional six months and an additional six months thereafter pursuant to the Merger Agreement), when, at the time of termination, the applicable regulatory conditions to the Closing under the HSR Act or another Antitrust Law have not been satisfied primarily due to Parent’s breach of certain of its obligations under the Merger Agreement, and all other conditions to the Closing have been satisfied or waived. Voting Agreement Concurrently with the execution of the Merger Agreement, Merck Sharp & Dohme LLC, in its capacity as a stockholder of the Company (“Merck”), entered into a Voting Agreement (the “Voting Agreement”), pursuant to which Merck has agreed to vote its shares of Company Common Stock in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, and to vote such shares against any competing acquisition proposal or any other action that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Mergers. As of July 20, 2026, Merck holds approximately 13% of Company’s outstanding voting power. The Voting Agreement will terminate upon the earliest to occur of (a) the Effective Time, (b) the valid termination of the Merger Agreement, (c) any modification or amendment to the Merger Agreement that reduces the amount, or changes the form or otherwise adversely affects the consideration payable to Merck pursuant to the Merger Agreement(other than changes expressly contemplated by the Merger Agreement as in effect on the date hereof), extends the Outside Date or imposes any additional conditions or obligations that would reasonably be expected to prevent or impede the consummation of the Mergers, and (d) the mutual written consent of the parties to the Voting Agreement. The foregoing description of the Merger Agreement and Voting Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement and Voting Agreement, a copy of which is filed as Exhibit 2.1 hereto and Exhibit 10.1 hereto, and are each incorporated by reference herein. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub I or Merger Sub II. In particular, the representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure letters made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement and not to provide investors with any other factual information regarding the parties or their respective businesses. These confidential disclosure letters contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement.