Merck Is 22% Of Personalis Revenue — And A Related Party Voting For The Tempus Deal
Personalis's largest customer owns more than 10% of its stock, and Tempus fees inside selling costs have jumped to $4.8 million.
Merck, a holder of more than 10% of Personalis stock, supplied 22% of the company's third-quarter revenue, according to its 10-Q filed Wednesday. Personalis, which sells advanced cancer genomic testing, is heading to a November 30 stockholder vote on its sale to Tempus, the other related party in its books.
A customer that is also an owner
The company classes Merck and Tempus as related parties because each owns more than 10% of its common stock. Merck accounted for 27% of revenue over the first nine months of 2026.
Related-party revenue was $5.9 million in the quarter, against $1.1 million a year earlier, and $17.4 million for nine months, against $3.5 million. The company said the rise in pharma testing revenue came mainly from more clinical trial samples processed for Merck.
Merck owed Personalis $4.0 million at September 30, against $2.0 million at December 31, 2025. Total quarterly revenue was $25.6 million, up from $14.5 million.
Tempus fees double selling costs
Tempus, which is buying Personalis, was paid $4.8 million in order and results-delivery fees in the quarter, up from $1.2 million. Those fees sit inside selling, general and administrative expense, which reached $26.0 million from $13.0 million a year earlier.
Of the third-quarter increase in that line, $4.3 million came from fees payable to Tempus, and $4.0 million from professional services tied mainly to the merger agreement. The net loss was $33.8 million in the quarter and $95.5 million for nine months.
Cash and short-term investments stood at $190.6 million. The company said it may not sell stock through its at-the-market program, which has about $145.4 million left, while the merger is pending.
Merck's vote and the Tempus deal
Merck signed a voting agreement committing its shares to the Tempus merger. It held about 13% of voting power as of July 20.
The filing shows a $76.8 million termination fee Personalis could owe Tempus in specified circumstances, and an equal reverse fee Tempus could owe Personalis. Personalis stockholders get $16.25 per share in value, in Tempus stock with a floor mechanism, and Tempus may pay cash for up to 50% of shares. The antitrust waiting period has expired and the registration statement is effective.
Stockholders vote on November 30, and the merger agreement's outside date for closing is April 20, 2027.
Sources
- 10-Q Filing — Personalis (PSNL) — SEC EDGAR
- 10-Q Filing — Personalis (PSNL), Q2 FY2026 filed 2026-08-04 (comparison basis) — SEC EDGAR
- Earnings release (8-K Item 2.02, psnl-ex99_1.htm) — Personalis, filed 2026-11-04 — SEC EDGAR
- TEM Q3 Earnings Call Highlights Growth and 2027 Pricing Upside — Yahoo Finance
- Personalis: Q3 Earnings Snapshot – WTOP News — wtop.com
- Tempus Reports Third Quarter 2026 Results — Yahoo Finance
- Tempus AI Earnings Ahead: Is TEM Set Up To Pop or Drop? — benzinga.com
- Personalis Reports Third Quarter Results — businesswire.com
