TEM 424B3: Acquisition

Tempus AI

Filed with the SEC on · accession 0001193125-26-427866

TEM filed a 424B3 (prospectus (offering)) with the SEC on Oct 21, 2026. The final terms of an offering of shares or bonds. The stock moved +1.5% by the first close after the filing.

Summary of the filing

Tempus AI filed a 424B3 registration statement related to its proposed acquisition of Personalis, Inc. through a two-step merger, where Personalis stockholders will receive Tempus Class A common stock and potentially cash consideration.

Key details

Cash consideration per share of Personalis Common Stock (if Tempus Cash Election is made)$16
Floor Price for Tempus Stock Price used in Exchange Ratio calculation$48
Exchange Ratio if Tempus Stock Price is at or below Floor Priceshares 0
AcquirerTempus AI, Inc.
TargetPersonalis, Inc.
Merger sub i, wholly owned subsidiary of tempusAviary Development, Inc.
Merger sub ii, wholly owned subsidiary of tempusToucan Development, LLC
Proxy solicitor for personalisInnisfree M&A Incorporated
Chair of the board of directors, personalisKarin Eastham

How TEM stock reacted

Close before

$66.75

Oct 20, 2026

First close after

+1.51%

$67.76

5 trading days

+8.09%

$72.15

Since filing

+13.93%

$76.05

✦ Ask GOAX AI about this filing — what it means for TEM, what changed since its last filings and what to watch next.

Try it free for 7 days

🔔 Want to stay updated on new SEC filings for TEM?

Click here

Frequently asked questions

What did TEM file with the SEC on Oct 21, 2026?

TEM filed a 424B3 (Acquisition). Tempus AI filed a 424B3 registration statement related to its proposed acquisition of Personalis, Inc. through a two-step merger, where Personalis stockholders will receive Tempus Class A common stock and potentially cash consideration.

What does a acquisition mean for TEM stock?

A contract important enough that investors need to know about it — a big customer contract, a loan, a merger agreement or a partnership.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did TEM stock react to this filing?

TEM closed at $66.75 before the filing and $67.76 on Oct 21, 2026 (+1.51%). Five trading days later: $72.15 (+8.09%).

Other TEM SEC filings

Get alerts when TEM files with the SEC, plus live charts, key levels and news for 13,000+ stocks.

Try SEPT free for 7 days