NEW YORK, July 25, 2026, 11:12 EDT — Trading has ended for the day on U.S. exchanges.
- Tempus shares ended Friday at $42.69, falling 7.2%. Over the week, the stock declined 18.6%.
- The price on Friday was under both reference points set out in the proposed Personalis NASDAQ:PSNL buyout. The deal’s official benchmark, though, is based on the average from the 15 days before closing.
- Tempus will announce its second-quarter results on Thursday. Zacks’ preliminary consensus estimate forecasts revenue of $381.6 million.
Tempus AI NASDAQ:TEM fell by almost 20% over the past week, making its share price a key factor in the planned acquisition of Personalis NASDAQ:PSNL.
Shares ended Friday at $42.69. Using the maximum exchange ratio of 0.3356, this equates to $14.33 in stock offered for each Personalis share. That amount is 11.8% less than the stated $16.25 value.
The details of how the contract operates have become more significant than its headline terms.
| Personalis deal measure | Contract figure | Friday read-through |
|---|---|---|
| Announced value | $16.25 per share | — |
| Exchange-ratio cap | $48.42 Tempus VWAP | Actual price was 11.8% under |
| Max exchange ratio | 0.3356 Tempus share | $14.33 using Friday’s price |
| Termination trigger floor | $46.00 Tempus VWAP | Actual price was 7.2% below |
The spot price on Friday does not trigger Personalis’s option to withdraw. Under the terms of the agreement, a 15-day Tempus VWAP before closing applies. Personalis can end the deal only if the closing price ends up under $46.
Tempus has the option to decrease the stock portion by choosing to pay as much as 50% in cash. The decision on this rests entirely with Tempus. The cash could be sourced from current resources or through additional debt.
Based on Friday’s spot levels, a theoretical 50% cash option would put the blended value at approximately $15.29. This is still 5.9% beneath the stated price.
Personalis ended the session at $11.78, reflecting a 21.6% gross spread compared to the $14.33 all-stock equivalent, prior to approval and closing uncertainties.
Tempus shares fell sharply, outperforming declines among peers and the broader market. On Friday, Guardant Health NASDAQ:GH dropped 1.9%, Natera NASDAQ:NTRA eased 1.0%, and the Nasdaq Composite shed 0.6%. Personalis slipped 3.7%.
According to Guggenheim analyst Subbu Nambi, the early market response was tied to the financing structure. Reuters stated that “The share prices fell due to the deal’s stock-based structure.” Reuters
The operating outlook outweighs Friday’s price movements. Tempus has held exclusive distribution rights for Personalis’s NeXT Personal residual-disease assay since 2023.
Tempus conducted approximately 6,500 NeXT Personal tests during the first quarter. In the second quarter, test volume climbed to about 9,000, representing a 38% sequential increase. Presently, just 10% of its sales team is focused on selling residual-disease products.
Personalis announced preliminary revenue of $22.4 million for the second quarter. Clinical test volume increased 33% from the previous quarter to 10,384.
Eric Lefkofsky, CEO of Tempus, cited improved reimbursement and Personalis’s financial progress as factors for the move. “We felt now was the right time to pursue a strategic acquisition.” Tempus AI
Tempus is set to release its earnings on Thursday, with the call scheduled for 4:30 p.m. EDT. The initial Zacks consensus projects revenue to reach $381.6 million, a rise of 21.3%.
Management has committed to providing additional information about Personalis’s financial impact during the call. The company continues to target positive EBITDA and free cash flow by 2027.
Risks: The deal still requires approval from Personalis shareholders as well as regulatory clearance. If the pre-close VWAP falls below $46, Personalis may have the option to terminate the agreement. The use of debt will increase leverage, and issuing stock will dilute ownership for Tempus stakeholders.
Thursday’s call is expected to address two key challenges. Tempus needs to justify its growth pace and clarify how it intends to safeguard its acquisition currency.
