NEW YORK, July 20, 2026, 1:07 p.m. EDT — Nasdaq was operating during normal trading hours.
- Shares of Tempus AI, Inc. NASDAQ:TEM declined 7.8% to $48.39, after dipping as low as $47.11.
- Regulatory filings indicate that the $46 threshold could allow Personalis to exercise a termination right.
- Shares of Personalis, Inc. NASDAQ:PSNL were 17.3% lower than the announced $16.25 offer price.
Tempus shares fell on Monday. The Personalis offer now links closing risk to the value of Tempus’s stock. Tempus traded just 5.2% higher than the $46 reference mentioned in the filing.
This exceeds a chart level. According to Tempus’s SEC filing, if the price falls below $46 before the deal closes, Personalis may have the right to terminate.
Monday’s drop wiped roughly $730 million off Tempus’s market capitalization, removing nearly half of the transaction’s $1.5 billion net enterprise value.
The value moves with Tempus shares. Shareholders of Personalis could get Tempus stock, with a maximum of 0.3356 Tempus share for each Personalis share. Tempus also has the option to pay as much as half in cash.
At Monday’s quoted price, the maximum full-stock ratio was approximately $16.24. When the price hit the $47.11 low, it amounted to $15.81. Both figures are straightforward examples prior to any cash election.
As of approximately 12:51 p.m. EDT, delayed quotes and company filings provided the following overview:
| Measure | Monday reading | Gap or implication |
|---|---|---|
| Tempus share price | $48.39, fell 7.8% | 5.2% higher than $46 reference |
| Tempus intraday low | $47.11 | 2.4% higher than $46 reference |
| Personalis share price | $13.44, dropped 12.7% | 17.3% below $16.25 |
| Maximum full-stock ratio value | $16.24 | Roughly one cent less than the headline price |
| Net transaction value | $1.5 billion | Roughly 17% of Tempus’s market capitalization |
The spread between the target price and the market was significant. Personalis dropped 12.7%, even with the $16.25 offer price. This resulted in a 17.3% gap.
Guggenheim analyst Subbu Nambi attributed the drops to the largely stock-based deal structure. He also pointed to doubts among Personalis investors regarding Tempus’s future gains.
The strategic rationale is based on the expansion of molecular residual disease. Personalis announced estimated revenue of $22.4 million for the second quarter. Clinical tests totalled 10,384, representing a 33% quarter-on-quarter increase.
Initial estimate: Projecting the revenue over a year results in $89.6 million. The net enterprise value of $1.5 billion is about 16.7 times this run rate. Differences in seasonality and the composition of revenue complicate direct comparison.
Tempus had a market capitalization of $8.67 billion on Monday. Based on the midpoint of its 2026 revenue guidance of $1.595 billion, this results in a price-to-sales ratio of 5.4. The comparisons are not directly equivalent.
Tempus CEO Eric Lefkofsky stated that the company waited for Personalis to achieve “a really healthy business” in terms of margins. Tempus anticipates that expanded reimbursement and sales coverage will drive up volumes. Reuters
Roughly 10% of Tempus’s sales team is currently focused on selling NeXT Personal Dx. According to the company, the U.S. MRD market is valued at over $20 billion. This figure is provided by Tempus.
The decline outpaced comparable stocks. Guardant Health, Inc. NASDAQ:GH dropped 4.2%. Natera, Inc. NASDAQ:NTRA slipped 2.1%. The difference points to deal-driven pressure.
Tempus is set to announce its second-quarter results on July 30, in what will be the next update on liquidity and forward-looking guidance. The company maintains an adjusted EBITDA goal of approximately $65 million for 2026.
Risks: The transaction is subject to approval from Personalis shareholders and regulators. Factors such as reimbursement, integration challenges, borrowing expenses and dilution could impact profitability. A continued drop in Tempus shares could add to uncertainty over the deal’s completion.
Investors continue to wait for the S-4 and Schedule 13E-3 filings. For now, the $46 benchmark and the 0.3356 cap are the most defined public terms of the transaction.
