Caris Life Sciences amends bylaws; 3% ownership required

Rhea-AI Filing Summary

Caris Life Sciences (CAI) amended and restated its bylaws. Effective upon Board approval on October 30, 2025, a shareholder—defined under the Texas Business Organizations Code to include a group acting together—must beneficially own at least 3% of the company’s outstanding common stock at the time a case is filed to institute or maintain a derivative proceeding.

The change is described under Item 5.03 and incorporated into Item 3.03 as a material modification to rights of security holders. The full text of the amended and restated bylaws is provided as Exhibit 3.1.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0002019410FALSE12/3100020194102025-10-302025-10-30

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): October 30, 2025

CARIS LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Texas

001-42706

85-2077369

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

CAI

The 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 3.03     Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2025, the Board of Directors of Caris Life Sciences, Inc. (the “Company”) approved and adopted an amendment and restatement of the Company’s bylaws (the “Bylaws”) to provide that a shareholder (defined, in accordance with the Texas Business Organizations Code, to include a group of shareholders acting together) must beneficially own, at the time the derivative proceeding is instituted, a number of shares of common stock equal to at least three percent of the Company’s outstanding shares to institute or maintain a derivative proceeding.

The foregoing description of the amendment and restatement of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Amended and Restated Bylaws of Caris Life Sciences, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 30, 2025
			CARIS LIFE SCIENCES, INC.
			By:			/s/ Luke Power
			Name:			Luke Power
			Title:			Senior Vice President, Chief Financial Officer and Chief Accounting Officer

FAQ

What did Caris Life Sciences (CAI) change in its bylaws?

The company now requires a shareholder to beneficially own at least 3% of outstanding common stock to institute or maintain a derivative proceeding.

Does the 3% threshold apply to shareholder groups for CAI?

Yes. A shareholder includes a group of shareholders acting together under the Texas Business Organizations Code.

When did Caris Life Sciences approve the bylaw amendment?

The Board approved it on October 30, 2025.

Which items in the report describe the change?

The change is set out in Item 5.03 and incorporated by reference into Item 3.03.

Where can investors read the full amended bylaws for CAI?

The complete text is filed as Exhibit 3.1.

What class of securities does CAI list and where?

Common Stock ($0.001 par value), trading symbol CAI, listed on The Nasdaq Stock Market LLC.