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  4. [8-K] Caris Life Sciences, Inc. Reports Material Event

Caris Life Sciences (CAI) secures $400M term loan and up to $800M extra capacity

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Caris Life Sciences, Inc. entered into a new senior secured credit agreement on April 1, 2026, providing an initial term loan of $400,000,000, a committed delayed draw term facility of up to $300,000,000, and an uncommitted incremental facility of up to $500,000,000.

The initial term loan funded at closing and matures in April 2031, while the delayed draw facility is available through August 2027 and may be used only for Permitted Acquisitions. Loans bear interest at a Term SOFR or Base Rate option plus margins of 5.00% or 4.00%, respectively, for the term and delayed draw loans.

The facilities are guaranteed by certain subsidiaries and secured by substantially all tangible and intangible personal property. The agreement includes customary covenants and events of default, and requires minimum qualified cash of $50 million at each fiscal quarter-end. The company used proceeds from the initial term loan to fully repay and terminate its January 18, 2023 credit agreement, including related guarantees and liens.

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Insights

Caris refinances existing debt and adds sizable new credit capacity.

Caris Life Sciences has put in place a large senior secured structure: a $400,000,000 initial term loan, a committed delayed draw facility of up to $300,000,000 for Permitted Acquisitions, and an uncommitted incremental facility up to $500,000,000. Maturity for the initial term loan extends to April 2031, lengthening its debt profile.

Interest is based on Term SOFR or Base Rate plus margins of 5.00% or 4.00%, which are typical for secured, non-investment-grade style loans. The agreement is guaranteed by certain subsidiaries and secured by substantially all personal property, and includes customary covenants, including a minimum qualified cash requirement of $50 million tested quarterly.

On the closing date the company used the initial term loan proceeds to repay and terminate the January 18, 2023 credit agreement, releasing related guarantees and liens. Future use of the delayed draw facility is limited to acquisitions, so actual leverage will depend on how much of the committed and incremental capacity the company ultimately draws.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Initial Term Facility $400,000,000 Aggregate principal amount funded on April 1, 2026
Delayed Draw Facility $300,000,000 Committed delayed draw term loan capacity for Permitted Acquisitions
Incremental Facility $500,000,000 Uncommitted incremental facility aggregate cap
SOFR Loan Margin 5.00% Margin over Term SOFR for initial and delayed draw term loans
Base Rate Margin 4.00% Margin over Base Rate for initial and delayed draw term loans
Minimum Qualified Cash $50 million Required at each fiscal quarter-end under the covenant
Initial Term Maturity April 2031 Maturity date of the initial term loan facility
Delayed Draw Availability August 2027 End of availability period for delayed draw facility
senior secured credit facilities financial
"The New Credit Agreement provides for certain senior secured credit facilities to the Company"
Senior secured credit facilities are loans or lines of credit that a company borrows where lenders have first claim on specified assets if the company cannot pay back its debts. Think of it like a mortgage on a house: the bank holds the deed (collateral) and gets paid before other creditors, which usually makes the loan cheaper for the borrower. Investors watch these arrangements because they affect a company’s cost of borrowing, financial risk, and how available assets are prioritized if the company faces financial trouble.
Delayed Draw Facility financial
"a committed delayed draw term loan facility in an aggregate principal amount that may be drawn"
A delayed draw facility is a line of credit a borrower can tap over a set period rather than receiving all the money at once; think of it like an agreed-upon loan you can withdraw from when needed. It matters to investors because it provides a company with guaranteed access to cash on demand without immediately increasing interest costs or showing a large cash balance, which reduces short-term funding risk but can signal future interest expenses and potential increases in debt.
incremental facility financial
"an uncommitted incremental facility in an aggregate principal amount not to exceed $500,000,000"
Term SOFR Rate financial
"Interest rates for loans under the New Credit Agreement are, at the option of the Company, Term SOFR Rate or Base Rate"
events of default financial
"The New Credit Agreement contains certain usual and customary events of default, including failure to make payments"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Permitted Acquisitions financial
"The Delayed Draw Facility may be used by the Company and its subsidiaries solely in connection with Permitted Acquisitions"
Understanding 8-K Material Events →
0002019410FALSE00020194102026-04-012026-04-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2026
CARIS LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Texas001-4270685-2077369
(State or other jurisdiction of
incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
750 W. John Carpenter Freeway Suite 800
 Irving, TX
75039
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (866) 771-8946
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions :
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueCAIThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐


Item 1.01    Entry into a Material Definitive Agreement.
On April 1, 2026 (the “Closing Date”), Caris Life Sciences, Inc., a Texas corporation (the “Company”) entered into a Financing Agreement, dated as of the Closing Date (the “New Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, which consist of funds managed by Blue Owl Capital and Blackstone, and Blue Owl Capital Corporation, as administrative agent for the lenders.
The New Credit Agreement provides for certain senior secured credit facilities to the Company consisting of (a) an initial term loan in an aggregate principal amount equal to $400,000,000, funded on the Closing Date (the “Initial Term Facility”), (b) a committed delayed draw term loan facility in an aggregate principal amount that may be drawn in one or more tranches not to exceed $300,000,000 in the aggregate (“Delayed Draw Facility”), and (c) an uncommitted incremental facility in an aggregate principal amount not to exceed $500,000,000. The Company’s obligations under the New Credit Agreement are unconditionally and irrevocably guaranteed jointly and severally on a senior basis by certain existing and subsequently acquired direct or indirect subsidiaries of the Company, with certain exceptions as set forth in the New Credit Agreement (each, a “Guarantor”). The Initial Term Facility matures in April 2031 and the Delayed Draw Facility is available through August 2027.
The Delayed Draw Facility may be used by the Company and its subsidiaries solely in connection with Permitted Acquisitions (as defined in the New Credit Agreement).
Interest rates for loans under the New Credit Agreement are, at the option of the Company, Term SOFR Rate or Base Rate (each as defined in the New Credit Agreement), plus an additional margin. For the initial term loan or delayed draw term loans, the additional margin is 5.00% for Term SOFR Rate loans and 4.00% for Base Rate loans. The applicable margin in respect of any incremental term loans will be provided in the applicable incremental amendment. The Company may elect interest periods of one, three or six months (or, if agreed by all relevant lenders, twelve or fewer months or a period of shorter than one month) for any Term SOFR Rate loans.
The New Credit Agreement contains a provision for mandatory prepayment upon the occurrence of certain events and provides for voluntary prepayment under certain conditions, with prepayments subject to a prepayment premium under certain conditions.
The New Credit Agreement contains usual and customary affirmative and negative covenants with respect to providing financial statements and other reports, limitations on the incurrence of debt, limitations on liens, limitations on amendments of material contracts, limitations on negative pledges, restrictions on junior payments, restrictions on subsidiary distributions, limitations on investments, limitations on fundamental changes and asset dispositions, limitations on sale and leaseback transactions, limitations on transactions with affiliates and shareholders, limitations on prepayments of certain indebtedness, and maintenance of minimum qualified cash (unrestricted cash or marketable securities in accounts subject to control agreements) of $50 million tested as of the last day of each fiscal quarter.
Subject to the limitations set forth in the New Credit Agreement, the obligations are secured on a first priority basis by substantially all tangible and intangible personal property, including a pledge or mortgage of all of the capital stock of each of their respective direct subsidiaries.
The New Credit Agreement contains certain usual and customary events of default, including failure to make payments when due, defaults in certain other agreements, breaches of covenants or representations, bankruptcy, and change of control. If an event of default occurs, the lenders under the New Credit Agreement will be entitled to take various actions including acceleration of amounts due under the New Credit Agreement.
The foregoing description of the New Credit Agreement is qualified in its entirety by reference to the full text of the New Credit Agreement, which the Company plans to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.

Item 1.02    Termination of a Material Definitive Agreement.
On the Closing Date, the Company used proceeds under the Initial Term Facility to repay all outstanding indebtedness under that certain credit agreement, dated as of January 18, 2023, by and among the Company, certain of


the Company’s subsidiaries, the lenders from time to time party thereto and Wilmington Trust, National Association, as administrative agent, as amended (the “Previous Credit Agreement”). The Company terminated all guarantees, liens and other security interests granted under and terminated the Previous Credit Agreement.
Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 2, 2026
CARIS LIFE SCIENCES, INC.
By:/s/ Luke Power
Name:Luke Power
Title:Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facilities did Caris Life Sciences (CAI) obtain in April 2026?

Caris Life Sciences entered a new senior secured credit agreement providing a $400,000,000 initial term loan, a committed delayed draw term facility up to $300,000,000, and an uncommitted incremental facility up to $500,000,000, all governed by customary covenants and guarantees from certain subsidiaries.

What are the key maturity terms of Caris Life Sciences’ new debt facilities?

The initial term loan under the new agreement matures in April 2031. The committed delayed draw term facility is available to be drawn through August 2027 and is restricted to funding Permitted Acquisitions, while the uncommitted incremental facility has an aggregate cap but no specific maturity noted here.

How will Caris Life Sciences (CAI) use its new delayed draw term facility?

The delayed draw term facility, up to $300,000,000 in aggregate, may be drawn in one or more tranches. It may be used solely in connection with Permitted Acquisitions, as defined in the credit agreement, supporting the company’s potential future acquisition strategy within agreed parameters.

What interest rates apply to Caris Life Sciences’ new credit agreement?

Loans under the agreement bear interest at either a Term SOFR Rate or a Base Rate, at the company’s option. For the initial term loan and delayed draw term loans, the margin is 5.00% over Term SOFR or 4.00% over the Base Rate, with periods of one to six months for Term SOFR loans.

What financial covenant does Caris Life Sciences face under the new facility?

The agreement requires Caris Life Sciences to maintain minimum qualified cash of $50 million as of the last day of each fiscal quarter. Qualified cash includes unrestricted cash or marketable securities in accounts subject to control agreements, providing a liquidity safeguard for lenders and the company.

How did Caris Life Sciences use proceeds from the new initial term loan?

On the closing date, Caris Life Sciences used proceeds from the $400,000,000 initial term facility to repay all outstanding indebtedness under its January 18, 2023 credit agreement. It also terminated all guarantees, liens, and other security interests related to that previous facility, fully replacing the prior structure.

Who are the lenders under Caris Life Sciences’ new credit agreement?

Lenders under the new credit agreement consist of funds managed by Blue Owl Capital and Blackstone, with Blue Owl Capital Corporation serving as administrative agent. These institutional lenders provide the senior secured credit facilities described, subject to the agreement’s covenants, guarantees and security package.

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