Personalis, Inc.

Tempus AI, Inc. and founder Eric Lefkofsky filed Amendment No. 3 to their Schedule 13D on Personalis, Inc. (PSNL), triggered July 19, 2026. Between November 18 and December 22, 2025, Tempus purchased 320,267 additional Personalis shares in open-market transactions for approximately $2.74 million using working capital, bringing Tempus's stake to 13,039,067 shares (12.5%) and Lefkofsky's aggregate beneficial ownership to 13,189,067 shares (12.6%). The amendment discloses entry into a definitive merger agreement for Tempus to acquire Personalis in a tax-free stock-for-stock reorganization. This filing confirms Tempus's strategic intent to absorb Personalis's genomic profiling platform, having steadily accumulated shares since 2024.

Personalis, Inc. (PSNL) entered into an Agreement and Plan of Merger with Tempus AI, Inc. on July 20, 2026, under which Tempus will acquire Personalis through a two-step merger (Merger Sub I into PSNL, then PSNL into Merger Sub II), structured as a tax-free reorganization under Section 368(a). Per-share consideration for PSNL stockholders is not disclosed in the excerpt (the body cuts off before the deal terms). Both boards have approved; closing requires PSNL stockholder vote and customary regulatory conditions. This is a transformative deal — an oncology genomics company being absorbed by an AI health data platform.

Personalis, Inc. (PSNL) and Tempus AI, Inc. jointly issued a press release on July 20, 2026, announcing both the proposed acquisition of Personalis by Tempus under a signed Agreement and Plan of Merger and preliminary Personalis Q2 2026 financial results (both in Exhibit 99.1). The merger involves Tempus acquiring all PSNL shares through a two-step, tax-free reorganization. This is the companion Reg FD/Item 2.02 disclosure to the Item 1.01 merger agreement 8-K filed simultaneously — furnishing Q2 results alongside the deal announcement.

Lightspeed Venture Partners Select IV, L.P. and affiliated entities (Cayman Islands) filed Amendment No. 3 to their Schedule 13D on Personalis, Inc. (PSNL) as of June 8, 2026, reporting aggregate beneficial ownership of 2,084,240 shares — approximately 2.0% of outstanding common stock — with shared voting and dispositive power across affiliated general partner entities. Filing a 13D at only 2% ownership is unusual (the 5%+ threshold normally triggers 13D), likely reflecting a prior larger position now reduced through sales. This amendment updates the public record of a declining Lightspeed stake in Personalis.

Personalis, Inc. virtually held its 2026 Annual Meeting on May 12, 2026, with 91,869,300 shares (87.76% of 104,677,900 outstanding as of March 17, 2026 record date) represented by proxy or virtually. Stockholders voted on three proposals — director elections, advisory say-on-pay, and at least one additional item — as described in the April 2, 2026 proxy statement; specific vote tallies are not fully captured in the excerpt. Routine annual meeting disclosure; no contested items are apparent in the excerpt.

Personalis, Inc. filed an automatic shelf registration statement (S-3ASR) on May 7, 2026, effective immediately upon filing, covering the offer and sale of securities on a delayed or continuous basis under Rule 415. Personalis is classified as a large accelerated filer based on the registration statement (S-3ASR eligibility requires it); total dollar amounts to be registered are not specified in the body excerpt. This shelf registration establishes a future capital-raising runway for Personalis — enabling equity, debt, or other securities issuances without a separate registration process each time, though no immediate offering is being priced.