Personalis, Inc. filed a Rule 425 communication on November 3, 2026, urging stockholders to vote in advance of a special meeting scheduled for November 30, 2026, regarding a proposed merger with Tempus AI, Inc.

Key Highlights

  • Special meeting date: Personalis stockholders are called to vote at a special meeting set for November 30, 2026.
  • Board recommendation: The Personalis Board of Directors unanimously recommends a vote "FOR" the Merger Agreement proposal and related proposals.
  • Proposed combination: The filing relates to a proposed business combination between Personalis, Inc. and Tempus AI, Inc.
  • Registration statement effective: The Form S-4 registration statement was declared effective by the SEC on October 21, 2026.
  • Proxy mailed: The definitive proxy statement/prospectus was mailed to Personalis stockholders on or about October 21, 2026.
  • Proxy solicitor engaged: Innisfree has been engaged as proxy solicitor to assist stockholders with voting and meeting-related questions.

Personalis Pushes Stockholders to Act Ahead of Tempus AI Merger Vote

According to the filing, Personalis, Inc. (NASDAQ:PSNL) issued a Rule 425 solicitation communication on November 3, 2026, as part of its ongoing effort to secure stockholder approval for a proposed merger with Tempus AI, Inc. Personalis is a genomic sequencing company, and the communication was filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. The filing is directed at stockholders who had not yet submitted their votes ahead of the November 30, 2026 special meeting.

The Personalis Board of Directors, the filing states, unanimously recommends that stockholders vote "FOR" the Merger Agreement proposal and all related proposals as described in previously distributed proxy materials. The filing also discloses that Innisfree has been retained as the company's proxy solicitor, with the firm authorized to collect votes directly from stockholders and address questions about the special meeting process.

The filing notes that a registration statement on Form S-4, which includes a combined prospectus from Tempus AI and a proxy statement from Personalis, was declared effective on October 21, 2026. A joint transaction statement on Schedule 13E-3 was also filed with the SEC by Tempus, Personalis, and certain of their respective affiliates. The forward-looking statements included in the communication are the company's own and are subject to the cautionary language contained in the filing, which lists risks including the possibility that stockholders may not approve the merger agreement, that closing conditions may not be satisfied, and that the transaction could be delayed or not occur at all.

What Was Disclosed

Personalis filed a Rule 425 stockholder outreach communication on November 3, 2026, urging a vote in favor of its proposed merger with Tempus AI, Inc. ahead of a November 30, 2026 special meeting. The Board unanimously supports the transaction, and proxy materials were mailed on or about October 21, 2026.