Short answer
Personalis, Inc. (PSNL) filed an 8-K current report with the SEC on July 20, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement). Personalis agreed to be acquired by Tempus in a stock-led merger, making PSNL holders shareholders of Tempus’s Nasdaq-listed Class A common stock.
Personalis, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Personalis agreed to be acquired by Tempus in a stock-led merger, making PSNL holders shareholders of Tempus’s Nasdaq-listed Class A common stock
- Consideration targets $16.25 per Personalis share, with Tempus able to pay cash for up to 50% of outstanding PSNL shares
- Exchange ratio floors at 0.3356 when Tempus trades at or below $48.42, while PSNL may terminate if Tempus falls below $46.00
- Closing requires majority PSNL shareholder approval, Form S-4 effectiveness, Nasdaq listing approval and antitrust clearance
- Merck’s approximately 13% voting stake is contractually committed to support the merger; termination fees are approximately $76.8 million for either party under specified conditions
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Personalis, Inc. 8-K filings
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