0001717115 2026-08-31 2026-08-31 0001717115 1 2026-08-31 2026-08-31 iso4217:USD pure shares S-4 S-4 EX-FILING FEES 0001717115 Tempus AI, Inc. N/A N/A S-4 Tempus AI, Inc. false Equity Class A Common Stock, par value $0.0001 per share true 36679941 1849298539.70 0.0001381 255388.13 1849298539.70 255388.13 0.00 0.00 255388.13 true Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of July 20, 2026 (as it may be amended from time to time, the "Merger Agreement"), by and among Personalis, Inc., a Delaware corporation ("Personalis"), Tempus AI, Inc., Aviary Development, Inc. and Toucan Development, LLC. 1(a) Amount Registered represents the estimated maximum number of shares of Class A common stock, par value $0.0001 per share, of the registrant ("Tempus Class A Common Stock") expected to be issued or issuable upon completion of the First Merger and is equal to the product of (a) the maximum Exchange Ratio under the Merger Agreement of 0.3356 and (b) 109,296,604 shares of common stock, par value $0.0001 per share, of Personalis ("Personalis Common Stock"), which is the sum of (i) 93,836,923 shares of Personalis Common Stock issued and outstanding as of August 15, 2026 (other than the Cancelled Shares and any Dissenting Shares), (ii) 14,198,119 shares of Personalis Common Stock issuable upon exercise of Company Options outstanding as of August 15, 2026, (iii) 686,562 shares of Personalis Common Stock issuable upon vesting or settlement of Company RSU awards outstanding as of August 15, 2026 and (iv) 575,000 shares of Personalis Common Stock issuable upon vesting or settlement, at maximum-level performance, of Company PSU awards outstanding as of August 15, 2026. The foregoing assumes (x) that no Parent Cash Election is made, such that all holders of Personalis Common Stock receive Cash Consideration, and (y) that the maximum Exchange Ratio of 0.3356 applies. In accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued resulting from forward or reverse stock splits, stock dividends or similar transactions. 1(b) Maximum Aggregate Offering Price calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act, solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act. Such amount equals the product of (a) $16.92, the average of the high and the low prices per share of Personalis Common Stock, as reported on the Nasdaq Global Select Market on August 28, 2026, which is within five business days prior to the filing of this Registration Statement on Form S-4, and (b) 109,296,604, which is the estimated maximum number of shares of Personalis Common Stock, as calculated in accordance with footnote (1) above, to be cancelled and exchanged for shares of Tempus Class A Common Stock upon completion of the transactions contemplated by the Merger Agreement. 109296604 16.92 1849298539.70 1849298539.70