{
  "@context": "https://orbyd.app/schemas/dossier.v1.json",
  "ticker": "TEM",
  "name": "Tempus AI, Inc.",
  "url": "https://orbyd.app/dossiers/TEM/",
  "json_url": "https://orbyd.app/dossiers/TEM.json",
  "status": "DORMANT",
  "current_conviction": "LOW",
  "graded_conviction": null,
  "archetype": {
    "code": "a2",
    "n": 2
  },
  "current_thesis": "Second-order re-rating: Merck/Moderna's 2026-08-19 Phase 3 INTerpath-001 win — the first positive readout for an individualised neoantigen therapy — repriced TEM as the listed owner of the MRD sequencing layer via its pending $1.5B Personalis deal. Price closed $72.69 on 2026-08-21 with RSI 82.4 and no dated binary inside 30 days.",
  "invalidation_trigger": "A weekly close below $58 retraces the entire 2026-08-19 post-readout gap and returns price to the pre-catalyst shelf; secondary condition — a Personalis proxy or antitrust delay pushing the close past Q1 2027, or full INTerpath-001 data presented with no Personalis assay in the workflow.",
  "catalyst_date": null,
  "outcome": "OPEN",
  "outcome_date": null,
  "invalidation_fired": null,
  "themes": [
    "medtech-diagnostics",
    "oncology-immunology",
    "precision-biotech-therapeutics"
  ],
  "tags": [],
  "sources": [],
  "notes": [
    "Tempus has a multi-class share structure; the publicly traded security is Class A common stock.",
    "Share count is not final until the Personalis merger closes: consideration is stock with an option for up to 50% cash, exchange ratio capped at 0.3356.",
    "The merger agreement lets Personalis terminate if Tempus Class A trades below $46.00 pre-close — a contractual threshold, not a technical level.",
    "Merck holds roughly 13% of Personalis voting power and has agreed to vote for the transaction, reducing but not removing vote risk."
  ],
  "body_markdown": "## Current Thesis\nThe leg being bought since 2026-08-19 is not Tempus's own P&L — it is a read-through. Merck and Moderna announced that the Phase 3 INTerpath-001 trial of intismeran autogene plus Keytruda met its recurrence-free-survival primary endpoint and its distant-metastasis-free-survival key secondary endpoint in resected stage IIB–IV melanoma (1,137 patients randomised 2:1). Individualised neoantigen therapy requires tumour sequencing and ultrasensitive residual-disease monitoring per patient. Tempus agreed on 2026-07-20 to buy Personalis, whose NeXT Personal MRD assay sits in that workflow, for $16.25 per share, an enterprise value of $1.5B net of Tempus's existing stake. The market repriced Tempus as the listed supplier of the diagnostic layer under a drug class that had never before produced a positive Phase 3. Price closed at $72.69 on 2026-08-21 with RSI(14) at 82.4, having traded at a $53.90 weighted-average print on 2026-08-14 (a director's Form 4). That is roughly a one-third move in five sessions, on a deal that has not closed and a supply relationship that has not been contracted publicly.\n\n## Bull Case\n- Q2 2026 (reported 2026-07-30): revenue $382.5M, up 22% year over year; Diagnostics $289.3M (+20%), Data & Applications $93.2M (+28%). First GAAP-profitable quarter, net income $5.6M against a prior-year loss.\n- FY2026 guidance raised to $1.595–1.605B (about 25% growth) with adjusted EBITDA of roughly $65M, a $72M swing versus 2025. Management attributed part of the raise to roughly $200M of newly signed data and applications licences.\n- FDA approval of the tumour-only xT CDx enables unified ADLT pricing, which the company sizes at an estimated $85M annualised revenue uplift beginning in 2027 — a reimbursement step, not a volume assumption.\n- The Personalis agreement carries structural support: Merck holds roughly 13% of Personalis voting power and has agreed to vote in favour. Merck is also the sponsor of the trial that just re-rated the sector.\n- Platform proof points landed in the same month: PRISM2 pathology foundation-model results published in Nature Medicine on 2026-08-04, and CellCarta named Tempus the second commercial laboratory partner in its companion-diagnostics commercialisation network on 2026-08-06.\n- BTIG maintained Buy and raised its target to $80 on 2026-08-20, the first published target above the reference close.\n\n## Bear Case\n- The re-rating is second-order. Neither Merck nor Moderna named Tempus or Personalis as a commercial diagnostic partner in the 2026-08-19 topline release. The connection is technological, not a disclosed contract with disclosed economics.\n- Sell-side marks straddle the price awkwardly. Piper Sandler cut to $56 with a Neutral rating on 2026-08-04; HC Wainwright kept Buy but cut to $56 on 2026-08-03; BTIG itself cut to $70 on 2026-08-03 before raising to $80 on 2026-08-20. Two of the four most recent targets sit roughly 23% below the 2026-08-21 close.\n- The acquisition is stock-funded (Tempus may elect up to 50% cash), with a floating exchange ratio capped at 0.3356. Share count is not fixed until close, targeted for late 2026 or early 2027, and is contingent on Personalis shareholder approval, S-4 effectiveness, Nasdaq listing and antitrust clearance.\n- Insider supply into the move: director Nadja West sold 3,000 Class A shares at a $53.90 weighted average on 2026-08-14 under a 10b5-1 plan adopted 2026-05-15, retaining 34,981 shares. Coverage on 2026-08-22 flagged contemporaneous filings from several officers.\n- Price is 29.6% below the $103.25 52-week high despite a 57.4% three-month gain, so the current leg is a recovery inside a broken 2026 range, not a breakout to new highs.\n- Macro backdrop for long-duration, barely-profitable growth is unhelpful: long-end Treasury yields snapped back toward 20-month highs on 2026-08-20.\n\n## Setup & Price Structure\nLife-cycle label: **ACCELERATING**, dated to 2026-08-19. What dates it — a first-in-class Phase 3 readout on 2026-08-19, a target raise the next session, and three separate retail-facing \"what's driving the move\" explainers in three consecutive sessions (2026-08-19, 2026-08-20, 2026-08-21). New attention, new headline supply, widening participation.\n\nCrowding and positioning observables, stated without a verdict: RSI(14) at 82.4 on the 2026-08-21 close of $72.69; a roughly one-third advance in five sessions off the $53.90 area printed on 2026-08-14; retail-sentiment coverage clustering as above; insider sales dated 2026-08-14 and around it; and an all-stock acquisition that issues equity into the strength once it closes.\n\nStructure: the gap that opened on 2026-08-19 has not been tested. The pre-catalyst shelf sits in the mid-$50s, which is also where two of four current sell-side targets cluster. Above, the unfilled reference is the $103.25 52-week high. One level here is contractual rather than technical: Personalis may terminate the merger if Tempus Class A trades below $46.00 before closing, which links Tempus's own quote to deal certainty.\n\n## Catalyst Calendar (next 30 days)\n- **~2026-09 (est., date not announced):** S-4 registration statement effectiveness and a Personalis definitive proxy setting the special-meeting date. Resolves the closing timetable.\n- **~2026-09 (est., date not announced):** Antitrust clearance for the Personalis transaction.\n- **Date not announced:** Full INTerpath-001 data presentation at a medical meeting. Detailed hazard ratios and subgroup data are what would let the market size the addressable MRD volume rather than assume it.\n- **~2026-11-05 (est.):** Q3 2026 print — the first read on whether the raised $1.595–1.605B FY2026 guide holds.\n- **Late 2026 / early 2027 (company target):** Personalis close.\n- **2027 (company guidance):** unified ADLT pricing for tumour-only xT CDx, an estimated $85M annualised uplift.\n\nNothing inside the next 30 days is a hard, dated binary. The move to date is running on a catalyst that already fired.\n\n## What Would Change Our Mind\nThe structural break is the 2026-08-19 gap. If Merck's or Moderna's commercial-launch disclosures name a different sequencing or MRD partner, or if the full INTerpath-001 presentation lands without any Personalis assay in the workflow, the read-through that produced this leg loses its factual anchor and the mid-$50s consolidation becomes the reference again. On price, a weekly close below $58 would retrace the entire post-readout advance and put the tape back where the 2026-08-04 Neutral target sits. A second condition worth watching is deal mechanics: any Personalis proxy disclosure that pushes the close past Q1 2027, or an antitrust second request, extends the window during which Tempus carries the dilution expectation without the revenue. Conversely, a disclosed commercial supply agreement with a named pharma sponsor would convert the inference into a contracted revenue line and would raise the bar for what counts as invalidation.\n\n## Correlation Notes\n- **PSNL** is the tightest linkage: the 0.3356 maximum exchange ratio means Personalis trades as a levered proxy on Tempus's own quote until the vote, and the $46.00 walk-away right makes the relationship reflexive.\n- **MRNA and MRK** are the upstream drivers of this leg. Any post-readout regulatory setback on intismeran, or a delay to the filing path, transmits straight to the Tempus read-through.\n- **MRD and liquid-biopsy comparables** — Natera, Guardant Health, Exact Sciences — should move on the same neoantigen-vaccine logic. If they do not, the Tempus move is idiosyncratic and more likely flow-driven.\n- **Rate sensitivity:** an unprofitable-until-this-quarter platform with a 2027 pricing catalyst prices as long duration. The 2026-08-20 move in long-end yields toward 20-month highs is the relevant macro cross-current.",
  "first_seen": "2026-08-23",
  "last_analyzed": "2026-08-23T11:21:26+00:00",
  "last_synthesized": "2026-08-23",
  "last_update_source": "watchlist_research",
  "license": "Content © orbyd. Cite the canonical URL."
}