Tempus AI, Inc. [TEM] — Catalyst Calendar
Task 6 · investment-memo v1.4.2 · built 2026-07-29 · spot $42.91 (valuation date 2026-07-27)
Every entry carries an explicit upgrade/downgrade threshold. Entries marked [UNPUBLISHED] resolve from free public corpora without waiting for an earnings call — those are the ones that generate lead time.
Read this first. The memo's verdict is WATCHLIST (long bias, not actionable), binding on Gate 2, with Gates 3 and 6 also failing. Gate 3 failed because a dated event existed and could not resolve the disagreement — the house-vs-Street gap is entirely an exit multiple (4.59x vs 7.02x on FY2027E revenue), not a number. Nothing in this calendar changes that. Every entry below is therefore scored against what it would take to fix a named failed gate, not against whether it is interesting. Events that merely test execution are labelled as such.
Dates in this file come from one of three places, and which one is always stated: (a) a filed document, (b) an arithmetic consequence of a filed document, or (c) the company's own historical filing cadence, in which case the entry is marked [NOT ANNOUNCED] and given as an estimate. No date has been guessed. Where a date genuinely is not knowable from the sources read, the row says so rather than inventing one.
The two that matter
2026-07-30, 4:30pm ET — Q2 2026 results · HIGH · TOMORROW
Company-confirmed; announced 2026-07-09 (per TEM_Trade_Construction.md §Gate 3). This memo is dated three days
before this print and is not valid past it without a refresh.
It cannot resolve the binding gate, and that is the point of Gate 3's failure. Consensus FY2026 revenue ($1,592.9m across 18 analysts, a 1.2%-wide range) is company guidance ($1.59–1.60bn) transcribed. A print against a guide that consensus has already copied tests execution; it does not adjudicate whether the right exit multiple is 4.59x or 7.02x. The options market prices a ±15.5% move (14-Aug ATM straddle, $6.63 on $42.91) at 87–93% implied volatility against 66–72% realised — so the event is expensive to express and the house has no differentiated view of it.
Watch four specific items:
| Item | Baseline | If it moves → |
|---|---|---|
| FY2026 revenue guidance | $1.59–1.60bn | Raised above $1.65bn → Gate 2 Route A trigger 1 FIRES. Management breaking its own guide is the only way an estimate variant becomes available. Cut below $1.55bn → AVOID (named invalidation) |
| FY2026 Adjusted EBITDA guidance | ~+$65m | Cut below $30m → AVOID (named invalidation) |
| Diagnostics gross margin | 61.3% (Q1'26); 45.3% → 58.9% → 61.3% over five quarters | A sequential decline starts the two-quarter clock on the Gate 1 mechanism dying. Two consecutive → AVOID |
| SBC vs revenue growth | Q1'26: +129.4% vs +36.1% | A second consecutive quarter with the gap >50pp → AVOID (named invalidation) |
Also watch, as open questions rather than thresholds: whether an MRD revenue or ASP figure appears for the first time (volume only, ~4,700 tests, was first disclosed Q4 2025 — revenue and ASP never have been); and whether reimbursement/coverage language returns, having decayed to zero mentions per 10k words since 2024Q4 and remaining the single unexplained decay in the mention-frequency series.
LIVE NOW, NO DATE — TEM trades below the $46.00 Lower Floor Price at which Personalis may walk · HIGH · [UNPUBLISHED]
This is the highest-value item in this calendar and it is not in the research file. Read directly from the merger agreement, Exhibit 2.1 to the 8-K of 2026-07-20 — the definitions section and §8.1(h):
| Term | Filed value | Source |
|---|---|---|
| Floor Price | $48.42 | Ex-2.1, definitions. Confirms the research file's derived $16.25 ÷ 0.3356 |
| Exchange Ratio | 0.3356 if Parent Stock Price ≤ Floor Price; otherwise $16.25 ÷ Parent Stock Price | Ex-2.1, definitions |
| Lower Floor Price | $46.00 | Ex-2.1, definitions |
| §8.1(h) termination right | Personalis may terminate if the Parent Stock Price as finally determined is less than $46.00 | Ex-2.1 §8.1(h) |
| Parent Stock Price | 15 consecutive trading days' VWAP of TEM Class A on Nasdaq per Bloomberg, ending the day before the last trading day prior to Closing | Ex-2.1, definitions |
| Termination Fee | $76,806,179, payable by Personalis to Tempus (not the reverse) | Ex-2.1 §8.3(a) |
TEM closed at $42.91 on 2026-07-27 — 6.7% below the Lower Floor Price. If the measurement period ran today, the
counterparty would hold a walk-away right. This materially completes, and does not contradict, the research
file's reading. TEM_Research.md §2.1 states that below $48.42 "Personalis holders bear the downside from here
and TEM shareholders are protected" — true, but bounded: that downside-bearing stops at $46.00, below which
Personalis can leave rather than absorb more. It also supplies the missing explanation for the fact the research
file flagged as unresolved — the ~17% gross spread (PSNL $11.98 vs $14.40 of stock value at the capped ratio).
The spread is not diffuse "deal risk"; it is substantially the market pricing a specific, filed, price-contingent
termination right that is currently in the money for the seller.
Thresholds.
| Condition | Read |
|---|---|
| TEM 15-day VWAP recovers above $46.00 into any plausible measurement window | The §8.1(h) right goes away; deal certainty rises; the PSNL spread should compress |
| TEM stays below $46.00 and the deal proceeds anyway | Personalis is waiving a filed right — informative about how it values the standalone alternative |
| Deal terminated | Already a named AVOID invalidation trigger. But note the asymmetry: on a Personalis-side §8.1(h) walk TEM receives no termination fee — the $76.8m fee runs the other way and is not triggered by 8.1(h) |
| Deal re-cut at a higher price | Already a named AVOID invalidation trigger — and §8.1(h) is precisely the leverage by which a re-cut would happen |
Why this is not a Gate 3 fix. It is dateless — the measurement window is defined relative to a Closing Date that does not yet exist. It cannot be scheduled, so it cannot resolve the Gate 2 multiple disagreement on a date. It is a monitor, entered as M-1 below, not a catalyst.
Dated calendar
| Date | Event | Importance | Upgrade threshold | Downgrade threshold |
|---|---|---|---|---|
| 2026-07-30 4:30pm ET | Q2 2026 results — company-confirmed | HIGH | FY2026 revenue guide >$1.65bn → Gate 2 Route A fires | Revenue guide <$1.55bn, or Adj. EBITDA guide <$30m → AVOID |
| 2026-08-03 | HSR Notification and Report forms + UK CMA briefing paper due. Ex-2.1 §6.2(b) requires filing "no later than 10 Business Days after" the 2026-07-20 signing; ten business days lands on Monday 2026-08-03 (derived date, arithmetic from the filed covenant) | MEDIUM | Filed on time and the initial HSR waiting period expires without a second request → the regulatory path is clean | A second request under the HSR Act, or a UK CMA Phase 2 reference → close slips toward the Outside Date and the §8.1(h) exposure window lengthens |
| ~2026-10-19 | Tempus Priority Study primary completion (NCT05179824, pan-tumor observational, n=1,000, ACTIVE_NOT_RECRUITING) [UNPUBLISHED] | LOW | Completion on schedule → the data-generation engine is executing | Slip → immaterial on its own; only informative as part of the registry cohort trend (M-7) |
| ~2026-11-04 | Q3 2026 results [NOT ANNOUNCED] — estimated from cadence: Q3-2024 released 2024-11-04, Q3-2025 released 2025-11-04 (8-K event dates). The company has not announced this date | HIGH | MRD revenue and ASP disclosed — this is Gate 2 Route A trigger 2, leg one | Diagnostics gross margin declines sequentially for a second quarter → Gate 1 mechanism dead → AVOID |
| Late 2026 – early 2027 | Personalis merger close — company-guided window, no date set. Requires Personalis shareholder approval and regulatory clearance | HIGH | Closes → ~35m shares issued (~+19%), consensus mechanically adds ~$130m of FY2027 revenue, and the full re-underwrite named in the memo is triggered | Terminated, or re-cut higher → AVOID (both are named invalidation triggers) |
| Date not disclosed | Form S-4 / Proxy Statement-Prospectus / Schedule 13e-3 filing. Ex-2.1 §5.5 requires preparation but specifies no deadline in the text read. First appearance on EDGAR is the real signal | MEDIUM | S-4 filed and declared effective → the shareholder vote can be scheduled; deal timing de-risks | No S-4 within ~90 days of signing → timing is slipping. Note: the Schedule 13e-3 requirement means this is being treated as a going-private-adjacent transaction, consistent with TEM already being a Personalis affiliate (13D/A filed 2026-07-21; TEM bought PSNL shares on the open market at $7.67–$11.00 in Feb 2026) |
| Date not set | Personalis shareholder vote | HIGH | Approved → the last non-regulatory condition clears | Voted down → deal dies; $76.8m termination fee is payable by Personalis to Tempus under §8.3(a) |
| ~2027-01-11 | J.P. Morgan Healthcare Conference presentation [NOT ANNOUNCED] — estimated from cadence: 8-K event dates 2025-01-13 and 2026-01-11 | LOW | Historically a strategy-framing event, not a numbers event | — |
| ~2027-02 | Tempus CRC Surveillance Study primary completion (NCT05234177, ctDNA biomarker profiling, n=300, RECRUITING since 2022-06-21) [UNPUBLISHED] | MEDIUM | The nearest-dated MRD-relevant readout TEM owns. A result that supports a proprietary MRD claim is the first genuine independent evidence for the Gate 2B duration variant, which currently fails 2 of 4 legs | Slips or terminates → the MRD evidence base is entirely acquired (Personalis) rather than built |
| ~2027-02-24 | FY2026 results and FY2027 guidance [NOT ANNOUNCED] — estimated from cadence: FY2024 released 2025-02-24, FY2025 released 2026-02-24 | HIGH | First post-deal guide. FY2027 revenue guided materially above the $2,091m the scenarios use → the base case is too low | FY2027 guided below ~$1.95bn → the Personalis contribution is not additive and the bear weight rises toward the 40.3% E[R]=0 flip point |
| 2027-04-20 5:00pm NY | Outside Date — Ex-2.1 §8.1(d). Either party may terminate if the Effective Time has not occurred. Auto-extends to 2027-10-20, and then to 2028-04-20, if on that date all conditions other than a Regulatory Condition are satisfied | MEDIUM | Deal closed well before this → moot | Reaching it means an 8-month-plus regulatory fight, with §8.1(h) live throughout |
| ~2027-05-05 | Q1 2027 results [NOT ANNOUNCED] — cadence: 2025-05-06, 2026-05-05 | MEDIUM | Second consecutive quarter of disclosed MRD revenue → Gate 2 Route A trigger 2 completes | — |
| 2027-06-30 | Personalis financing-cooperation trigger — Ex-2.1: if Closing has not occurred by this date, on Personalis' request TEM must cooperate in good faith to source third-party financing for Personalis' ordinary-course operating expenses | LOW | Never reached → the deal closed | Reached → TEM is funding an unclosed target while carrying $589m of net debt and ~$73m/quarter of operating burn |
| 2027-09 (day not disclosed) | Ares term loan maturity ($205m). Month sourced from TEM_Research.md §3; the exact date is not disclosed in the documents read |
MEDIUM | Refinanced or repaid from operating cash → the balance-sheet risk retires | Refinanced at a materially higher spread, or with equity → feeds the "equity raise priced below $40.00" AVOID trigger |
| ~2028-05 | AI-assisted referral study primary completion (NCT06911632, pulmonary hypertension / ILD, n=900) [UNPUBLISHED] | LOW | Supports the Tempus Next care-gap vector | — |
| 2030 | Convertible senior notes due ($729m net) | LOW | Long-dated | — |
| 2032-12 | MRD longitudinal ctDNA study primary completion (NCT07211178, n=900, RECRUITING, started 2025-10-27) [UNPUBLISHED] | LOW — and this is the finding | — | This is the trial the memo cites as the strongest independent MRD evidence, and its primary completion is 2032-12 with full completion 2033-12. It corroborates that MRD investment is underway; it will not read out inside any horizon this memo can underwrite. That is consistent with, and reinforces, the research file's 2029–2032 time-to-revenue estimate. Anyone treating NCT07211178 as a catalyst is treating a six-year-out registry endpoint as a trade |
Continuous monitoring — no earnings call required
Handed to equity-research:catalyst-calendar and equity-research:thesis-tracker for ongoing maintenance.
| ID | Item | Baseline 2026-07-29 | Cadence | Trigger |
|---|---|---|---|---|
| M-1 | TEM price vs the $46.00 Lower Floor Price (Ex-2.1 §8.1(h)) | $42.91 — 6.7% BELOW | daily | Sustained 15-day VWAP recovery above $46.00 → deal-break risk retires. Continued drift below → re-cut or termination risk rises |
| M-2 | Price alert / Gate 6 Route B | Spot $42.91; 50-DMA $51.15; 200-DMA $60.50 and falling | daily | Weekly close above the 200-DMA (re-read the level at the time — it is migrating down) OR higher-high/higher-low with the 50-DMA reclaimed and held two weeks → Gate 6 route fires. Both this and a Gate 2 route are required; neither alone converts |
| M-3 | PSNL/TEM merger spread | PSNL $11.98 vs $14.40 at the capped 0.3356 ratio = ~17% gross | weekly | Compression toward 5% → market pricing a clean close. Widening beyond 25% → the market is pricing §8.1(h) as likely to be exercised |
| M-4 | MRD revenue and ASP disclosure | NEVER disclosed. Volume only, first in Q4 2025 (~4,700 tests, +56% QoQ). ASP of ~$2,157 is derived from Personalis' Q2 2026 preliminary ($22.4m ÷ 10,384 tests), not a TEM figure | quarterly | Disclosed for two consecutive quarters AND FY2028 consensus revenue revised >3% not attributable to the arithmetic of the Personalis close → Gate 2 Route A trigger 2 fires |
| M-5 | reimbursement/coverage mentions per 10k words |
0.0 for six consecutive quarters (2025Q1–2026Q1), down from 6.1 in 2024Q4 | quarterly | Any return to >5 per 10k → management is re-engaging with the topic most likely to set Diagnostics gross margin. This is the one unexplained decay in the series and it is an open question, not a signal |
| M-6 | SBC growth vs revenue growth | Q1'26 +129.4% vs +36.1% — a 93pp gap | quarterly | Second consecutive quarter with the gap >50pp → AVOID |
| M-7 | ClinicalTrials.gov Tempus-sponsored registry | 23 studies. Nearest primary completions: 2026-10-19, 2027-02, 2028-03 | monthly | Status change, termination, or a new interventional study (the portfolio is overwhelmingly observational — a genuinely interventional start would change the character of the evidence base) |
| M-8 | EDGAR: Form S-4 / Schedule 13e-3 / DEFM14A | Not yet filed as of 2026-07-29 | weekly | First filing sets the shareholder-vote clock. Absence past ~90 days from signing → timing slipping |
| M-9 | Short interest (FINRA bi-monthly) | 26.45% of float, 16.86% of shares out, 5.03 days to cover — a record high reached before the Personalis announcement | bi-monthly | Falling below ~15% of float removes the squeeze asymmetry that makes the short side infeasible (Gate 5). Rising further → more violent two-way tape |
| M-10 | Form 4 insider filings | 12 months to 2026-07: $189.9m of open-market sales, of which Lefkofsky $171.3m (90%). Zero insider purchases of TEM stock — the 12 "P" transactions at $7.67–$11.00 were TEM buying Personalis | on filing | Any clustered, non-routine insider purchase of TEM would be the first informative buy signal in the window (Cohen/Malloy/Pomorski). Continued selling is weak negative evidence only |
| M-11 | Diagnostics gross margin, sequential | 61.3% (Q1'26), from 45.3% (9M'24) → 58.9% (9M'25) | quarterly | Two consecutive sequential declines → the Gate 1 mechanism is dead → AVOID |
| M-12 | Pro-forma net debt / equity issuance | Net debt ~$589m; cash + securities $643.8m; total debt ~$1,233m | quarterly | Any equity raise priced below $40.00, or a Personalis cash election pushing pro-forma net debt above $1.2bn → AVOID. Note the cash election is TEM's sole discretion, exercisable on 3 business days' notice before Closing and irrevocable once given (Ex-2.1 §2.9) — so this can appear with almost no warning |
What this calendar does NOT contain, and why
Stated explicitly rather than padded, per the instruction that a fabricated date is worse than none.
- No FDA or CMS decision dates. TEM's MRD product is currently resold Personalis NeXT Personal; TEM has no pending PMA, 510(k) or National Coverage Determination identified in any source read. Personalis holds Medicare coverage in three indications. No dated reimbursement decision exists to calendar.
- No sell-side conference dates beyond the J.P. Morgan cadence estimate. None is company-confirmed.
- No FY2027 guidance date other than the ~2027-02-24 cadence estimate.
- No Personalis shareholder-vote date, and no S-4 filing date. Both are required by the merger agreement; neither is scheduled in any document read. Rows are included with the date field reading "not set" / "not disclosed" rather than being assigned a plausible-looking date.
- No Ares term loan day-of-month. Only the month (September 2027) is sourced.
- No product-launch calendar. The
xT/xF/xMproduct codes decayed to zero mentions by 2025Q2 and management now reports at portfolio level ("Oncology", "Hereditary"). There is no disclosed product roadmap with dates to calendar.
Next scheduled review
2026-07-30, after the close — Q2 2026 results. The memo is explicitly not valid past this print. The required refresh is a PEAD check plus a re-read of the four items in "The one that matters" above.
Second review: on the first of (a) the Form S-4 hitting EDGAR, or (b) a sustained TEM recovery above $46.00, or (c) ~2026-11-04 (Q3 2026). Whichever comes first is the next point at which a failed gate could actually move — and the memo's own conclusion stands until one does: both a Gate 2 route and the Gate 6 route must fire, and a price move alone is not sufficient.