Caris Life Sciences Insiders Convert Preferred to 3.5M Common Shares

Rhea-AI Filing Summary

Form 4 overview: Caris Life Sciences, Inc. (ticker CAI) received a Form 4 jointly filed by 10% owners ADAPT I Ltd. and Carisome I, L.P. reflecting an internal capital-structure event dated 20 June 2025.

Key transaction: On 06/20/2025 the holders converted Series A Preferred Stock into 3,500,003 shares of common stock (transaction code “C”). The filing lists a conversion price of $0, confirming the shares were issued automatically, not purchased on the open market.

• Conversion ratio: each preferred share → 0.25 common shares (Footnote 1)
• Shares acquired: 3,500,003 (all classified “A” for acquired)
• Post-transaction common shares beneficially owned: 16,943,232

Ownership structure: Footnote 2 breaks the holdings into 8,528,805 shares held by ADAPT I Ltd. and 8,414,427 shares held by Carisome I, L.P. Both entities are controlled via separate family trusts for which David D. Halbert serves as trustee; Halbert disclaims beneficial ownership beyond his pecuniary interest.

Capital-structure implications: The automatic conversion occurred “upon the closing of the initial public offering” of CAI common stock, indicating that all outstanding Series A Preferred shares held by these entities are now common equity (Footnote 3). No derivative securities remain in their indirect ownership following the conversion.

Material takeaways for investors: • Preferred-to-common conversion simplifies the equity stack after the IPO. • Insider collective ownership stands at roughly 17 million shares, highlighting continued significant influence by Halbert-controlled vehicles. • No open-market buying or selling occurred, so the filing is primarily informational rather than indicative of valuation views.

Positive

• Preferred stock automatically converted into common equity, simplifying Caris Life Sciences’ capital structure post-IPO.

Negative

• 3,500,003 additional common shares enter the outstanding pool under insider control, potentially diluting existing common shareholders.

Insights

Financial Analyst

TL;DR: Insiders converted Series A into 3.5 M common shares; no cash paid, ownership now ~17 M shares.

The filing records a mandatory preferred-to-common conversion tied to the IPO closing. Because the conversion price is $0, the event is bookkeeping rather than a capital infusion. The insiders’ aggregate stake increases on the common share count, signalling strong post-IPO control but not signalling market sentiment. The disappearance of the preferred layer modestly improves capital-structure clarity, generally neutral to valuation aside from the incremental share count already anticipated in IPO prospectus.

Corporate Governance Specialist

TL;DR: Preferred class eliminated, ownership transparency improves; insider control remains high.

From a governance standpoint, converting the Series A Preferred into common stock removes special rights typically attached to preferred shares, aligning insiders’ incentives with public holders. However, the 16.9 M common shares now controlled by Halbert-linked entities underscore concentrated ownership, which can both ensure strategic consistency and limit minority influence. The filing is routine post-IPO housekeeping and carries limited immediate market impact.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ADAPT I Ltd.

(Last) (First) (Middle)

C/O CARIS LIFE SCIENCES, INC.

750 W. JOHN CARPENTER FREEWAY, SUITE 800

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Caris Life Sciences, Inc. [ CAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2025		C(1)		3,500,003	A	$0	16,943,232	I	See Footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	$0	06/20/2025		C			14,000,000	(1)	(1)	Common Stock	3,500,003	(1)	0	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

ADAPT I Ltd.

(Last) (First) (Middle)

C/O CARIS LIFE SCIENCES, INC.

750 W. JOHN CARPENTER FREEWAY, SUITE 800

(Street)

IRVING TX 75039

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Carisome I, L.P.

(Last) (First) (Middle)

C/O CARIS LIFE SCIENCES, INC.

750 W. JOHN CARPENTER FREEWAY, SUITE 800

(Street)

IRVING TX 75039

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of preferred stock automatically converted into 0.25 shares of Common Stock of the Issuer upon the closing of the initial public offering of the Issuer's Common Stock.

2. The Common Stock reported herein includes 8,528,805 shares of Common Stock held of record by ADAPT I Ltd. and 8,414,427 shares of Common Stock held of record by Carisome I, L.P. Two family trusts are separately the general partner of ADAPT I Ltd. and the managing general partner of Carisome I, L.P., respectively. David D. Halbert is the trustee of each of the two family trusts, and in such capacities, has voting and investment power with respect to the shares held of record by each of the foregoing entities. Mr. Halbert disclaims beneficial ownership except to the extent of his pecuniary interest therein.

3. The preferred stock reported herein includes 3,500,003 shares of Common Stock underlying Series A Preferred Stock held of record by ADAPT I Ltd..

Remarks:

David Halbert and Caris Halbert, L.P. are filing a separate Form 4 with respect to the transactions reported herein.

	ADAPT I Ltd., /s/ J. Russel Denton, Attorney-in-Fact	06/23/2025
	Carisome I, L.P., /s/ J. Russel Denton, Attorney-in-Fact	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ADAPT I Ltd. report in Caris Life Sciences (CAI) Form 4?

ADAPT I Ltd. reported converting Series A Preferred Stock into 3,500,003 common shares on 06/20/2025.

How many CAI shares do ADAPT I Ltd. and Carisome I, L.P. own after the conversion?

They collectively own 16,943,232 common shares (8,528,805 by ADAPT I Ltd.; 8,414,427 by Carisome I, L.P.).

Was any cash paid for the newly acquired CAI shares?

No. The conversion price is listed as $0, indicating an automatic, cost-free conversion tied to the IPO.

What is the conversion ratio for CAI’s Series A Preferred Stock?

Each preferred share automatically converted into 0.25 common shares upon the IPO closing.

Who controls the reporting entities in this CAI Form 4?

Two family trusts with David D. Halbert as trustee control ADAPT I Ltd. and Carisome I, L.P.