Personalis, Inc. (Form: S-8, Received: 02/26/2026 17:12:13)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on February 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PERSONALIS, INC.

(Exact name of registrant as specified in its charter)


Delaware		27-5411038
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

6600 Dumbarton Circle

Fremont, California 94555

(650) 752-1300

(Address of principal executive offices) (Zip code)

2019 Equity Incentive Plan

2019 Employee Stock Purchase Plan

2020 Inducement Plan

(Full titles of the plans)

Christopher Hall

President and Chief Executive Officer

Personalis, Inc.

6600 Dumbarton Circle

Fremont, California 94555

(650) 752-1300

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Laura Berezin

Asa Henin

Allison Peth

Cooley LLP

10265 Science Center Dr.

San Diego, CA 92121

(858) 550-6000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 is being filed by the Registrant to register 5,123,794 additional shares of Common Stock reserved for issuance under the Company’s 2019 Equity Incentive Plan, 500,000 additional shares of Common Stock reserved for issuance under the Company’s 2019 Employee Stock Purchase Plan and 350,000 additional shares of Common Stock reserved for issuance under the Company’s 2020 Inducement Plan.

Pursuant to General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on June 20, 2019 (File No. 333-232233), the Registration Statement on Form S-8 filed with the Commission on March 25, 2020 (File No. 333-237386), the Registration Statement on Form S-8 filed with the Commission on May 7, 2020 (File No. 333-238080), the Registration Statement on Form S-8 filed with the Commission on February 25, 2021 (File No. 333-253528), the Registration Statement on Form S-8 filed with the Commission on February 24, 2022 (File No. 333-262998), the Registration Statement on Form S-8 filed with the Commission on February 23, 2023 (File No. 333-269971), the Registration Statement on Form S-8 filed with the Commission on May 15, 2023 (File No. 333-271940), the Registration Statement on Form S-8 filed with the Commission on February 29, 2024 (File No. 333-277489), the Registration Statement on Form S-8 filed with the Commission on February 27, 2025 (File No. 333-285380), and the Registration Statement on Form S-8 filed with the Commission on August 5, 2025 (File No. 333-289267) are hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on February 26, 2026.

(b) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 from the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2025.

(b) The description of the Registrant’s Common Stock filed as Exhibit 4.1 which is contained in a registration statement on Form 8-A filed with the Commission on June 17, 2019 (File No. 001-38943) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Commission on February 25, 2021.

(c) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, and other portions of documents that are furnished and not filed or are otherwise not incorporated into registration statements pursuant to applicable Commission rules) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.

Exhibits.


		Incorporation by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date

4.1	Amended and Restated Certificate of Incorporation of the Registrant.	8-K	001-38943	3.1	6/24/2019

4.2	Amended and Restated Bylaws of the Registrant.	10-K	001-38943	3.2	2/26/2026

4.3	Form of common stock certificate of the Registrant.	S-1/A	333-231703	4.1	6/7/2019

5.1*	Opinion of Cooley LLP.

23.1*	Consent of BDO USA, P.C., Independent Registered Public Accounting Firm.

23.2*	Consent of Cooley LLP (reference is made to Exhibit 5.1).

24.1*	Power of Attorney (reference is made to the signature page hereto).

99.1	Personalis, Inc. 2019 Equity Incentive Plan and forms of agreements thereunder.	S-1/A	333-231703	10.2	6/7/2019

99.2	Personalis, Inc. 2019 Employee Stock Purchase Plan.	S-1/A	333-231703	10.3	6/7/2019

99.3	Personalis, Inc. 2020 Inducement Plan, as amended	10-K	001-38943	10.4	2/26/2026

107*	Filing Fee Table

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on February 26, 2026.


PERSONALIS, INC.

By:		/s/ Aaron Tachibana
		Aaron Tachibana
		Chief Financial Officer and Chief Operating Officer
		(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Hall and Aaron Tachibana as his or her true and lawful attorneys-in-fact and agents, with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.


Name and Signature	Title	Date

/s/ Christopher Hall Christopher Hall	President, Chief Executive Officer and Director (Principal Executive Officer)	February 26, 2026

/s/ Aaron Tachibana Aaron Tachibana	Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)	February 26, 2026

/s/ Karin Eastham Karin Eastham	Director	February 26, 2026

/s/ Olivia Bloom Olivia Bloom	Director	February 26, 2026

/s/ A. Blaine Bowman A. Blaine Bowman	Director	February 26, 2026

/s/ Woodrow A. Myers, Jr. Woodrow A. Myers, Jr., M.D.	Director	February 26, 2026

/s/ Lonnie Shoff Lonnie Shoff	Director	February 26, 2026

/s/ Kenneth Widder Kenneth J. Widder, M.D.	Director	February 26, 2026

Exhibit 5.1

LOGO

Asa M. Henin

+1 858 550 6104

ahenin@cooley.com

February 26, 2026

Personalis, Inc.

6600 Dumbarton Circle

Fremont, CA 94555

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Personalis, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 5,973,794 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), consisting of (a) 5,123,794 shares of Common Stock issuable pursuant to the Company’s 2019 Equity Incentive Plan (the “EIP”), (b) 500,000 shares of Common Stock issuable pursuant to the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”), and (c) 350,000 shares of Common Stock issuable pursuant to the Company’s 2020 Inducement Plan (together with the EIP and the ESPP, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, opinions, certificates, memoranda, and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule, or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Cooley LLP 10265 Science Center Drive San Diego, CA 92121

t: +1 858 550 6000 f: +1 858 550 6420 cooley.com

LOGO

February 26, 2026

Page Two

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.


Sincerely,

Cooley LLP

By:		/s/ Asa M. Henin
		Asa M. Henin

Cooley LLP 10265 Science Center Drive San Diego, CA 92121

t: +1 858 550 6000 f: +1 858 550 6420 cooley.com

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement of our report dated February 26, 2026, relating to the consolidated financial statements of Personalis, Inc. and subsidiaries (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

/s/ BDO USA, P.C.

San Jose, California

February 26, 2026

S-8 S-8 EX-FILING FEES 0001527753 Personalis, Inc. N/A Fees to be Paid Fees to be Paid Fees to be Paid 0001527753 2026-02-26 2026-02-26 0001527753 1 2026-02-26 2026-02-26 0001527753 2 2026-02-26 2026-02-26 0001527753 3 2026-02-26 2026-02-26 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-8
Personalis, Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Registrant's 2019 Equity Incentive Plan	Other	5,123,794	$ 8.09	$ 41,451,493.46	0.0001381	$ 5,724.46
2	Equity	Common Stock, $0.0001 par value per share, reserved for future issuance pursuant to the Registrant's 2019 Employee Stock Purchase Plan	Other	500,000	$ 6.88	$ 3,440,000.00	0.0001381	$ 475.07
3	Equity	Common Stock, $0.0001 par value per share, reserved for future issuance pursuant to the Registrant's 2020 Inducement Plan	Other	350,000	$ 8.09	$ 2,831,500.00	0.0001381	$ 391.04
Total Offering Amounts:						$ 47,722,993.46		$ 6,590.57
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 6,590.57

¹	Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share ("Common Stock"), of Personalis, Inc. (the "Registrant") that become issuable under the Registrant's 2019 Equity Incentive Plan (the "2019 Plan") by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's Common Stock. The "Proposed Maximum Offering Price Per Unit" and "Maximum Aggregate Offering Price" are estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $8.09 per share, which is the average of the high and low prices of a share of the Registrant's Common Stock (rounded to the nearest cent) on February 23, 2026, as reported on The Nasdaq Global Market. The "Amount Registered" represents additional shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 Plan on January 1, 2026 pursuant to an "evergreen" provision contained in the 2019 Plan. Pursuant to such provision, an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2019 Plan on January 1 of each year, for a period of not more than ten years, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to (a) 5% of the total number of shares of the Registrant's capital stock outstanding on December 31 of the preceding calendar year or (b) a lesser number of shares of Common Stock designated by action of the Registrant's board of directors prior to the first day of any calendar year.

²	Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement shall also cover any additional shares of Common Stock of the Registrant that become issuable under the Registrant's 2019 Employee Stock Purchase Plan (the "ESPP") by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's Common Stock. The "Proposed Maximum Offering Price Per Unit" and "Maximum Aggregate Offering Price" are estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $6.88 per share, which is the average of the high and low prices of a share of the Registrant's Common Stock (rounded to the nearest cent) on February 23, 2026, The Nasdaq Global Market, multiplied by 85% (the percentage of the price per share applicable to purchases under the ESPP). The "Amount Registered" represents additional shares of Common Stock that were automatically added to the shares authorized for issuance under the ESPP on January 1, 2026 pursuant to an "evergreen" provision contained in the ESPP. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1 of each year, commencing on January 1, 2020 and ending on (and including) January 1, 2029, in an amount equal to the least of (a) 1% of the total number of shares of the Registrant's capital stock outstanding on December 31 of the preceding calendar year, (b) 500,000 shares of Common Stock and (c) a number of shares of Common Stock designated by action of the Registrant's board of directors prior to the first day of any calendar year.

³	Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement shall also cover any additional shares of Common Stock of the Registrant that become issuable under the Registrant's 2020 Inducement Plan (the "Inducement Plan") by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of the Registrant's Common Stock. The "Amount Registered" represents additional shares of Common Stock that were added to the Inducement Plan pursuant to an increase approved by the Compensation Committee of the Registrant's board of directors on February 23, 2026. The "Proposed Maximum Offering Price Per Unit" and "Maximum Aggregate Offering Price" are estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $8.09 per share, which is the average of the high and low prices of a share of the Registrant's Common Stock (rounded to the nearest cent) on February 23, 2026, as reported on The Nasdaq Global Market.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A