Personalis (PSNL) Proxy filing summary

Executive summary

• Proposed two-step merger: Aviary Development merges into the target, then the surviving entity merges into Toucan Development; Toucan survives as a wholly owned Tempus subsidiary.

• Each eligible share converts to Tempus stock at 0.3356 shares if the Tempus Stock Price is ≤$48.42, or $16.25 divided by that price if higher; Tempus may elect cash for up to 50% of shares, subject to a tax-related reduction.

• The board cites $16.25 per share as the merger value at signing: an ~11% premium to the July 16 unaffected price and ~28% to the preceding 30-trading-day VWAP.

• Closing was expected in late 2026 or early 2027, subject to stockholder approval and customary conditions; the HSR waiting period expired Oct. 2, 2026, and the CMA reported no further questions at that stage.

Voting matters and shareholder proposals

• A virtual special meeting is set for Nov. 30, 2026; Oct. 15, 2026 is the record date, with 108,387,392 shares outstanding and entitled to vote.

• Ballots cover merger adoption, a nonbinding advisory vote on merger-related named executive compensation, and adjournment if needed to seek more proxies; the board recommends FOR all three.

• Merger approval requires a majority of outstanding shares; compensation and adjournment each require a majority of shares represented and entitled to vote. Compensation and adjournment approval are not closing conditions.

• Merck and Tempus agreed to vote their shares for the merger; together they held approximately 25% of voting power as of the record date.

Board of directors and corporate governance

• The board unanimously found the merger fair and in stockholders’ best interests, approved the agreement, and recommended adoption; it also found the transaction procedurally and substantively fair to unaffiliated holders.

• Centerview and TD Cowen each concluded the consideration was fair from a financial point of view to eligible holders; Morgan Stanley concluded it was fair from Tempus’ perspective.

• After closing, target directors are to resign; the surviving LLC will be governed as a wholly owned subsidiary under Tempus, with management and governing documents determined by Tempus, subject to the merger terms.

• Tempus plans to continue operations substantially as conducted at signing, while retaining the ability to evaluate future acquisitions, dispositions, reorganizations, or other business changes after closing.