Caris Life Sciences Insider Trades: 700,509 Share Disposal, Major Option Grant

Rhea-AI Filing Summary

Form 4 Overview: On 23 Jun 2025, Caris Life Sciences (CAI) President David Baxley Spetzler disclosed several equity transactions covering 3 Mar – 20 Jun 2025. All figures reflect the 1-for-4 reverse stock split effective 1 Jun 2025.

Key share movements

• 03/03/2025 (Code D): Disposed 700,509 common shares at an implied $18.60 per share, surrendered to repay an outstanding promissory note.
• 06/18/2025 (Code A): Granted 132,428 restricted stock units (RSUs) at no cost; vesting per grant agreement.
• 06/20/2025 (Code M): Exercised 75,000 fully-vested options at $2.44, acquiring an equal number of shares.
• 06/20/2025 (Code F): Disposed 34,782 shares at $27.25, likely to satisfy tax-withholding obligations linked to the option exercise.

Post-transactions, the officer directly owns 523,886 common shares, including 151,750 unvested RSUs.

Derivative positions

• New Grant – 03/03/2025: 750,000 stock options at $18.60; 60% vested immediately, remaining 40% vest 20% on 11 Aug 2025 and 20% on 11 Aug 2026.
• Legacy Grant: 75,000 options at $2.44 fully exercised; no remaining balance.

Investor takeaways: The large March share surrender reduces insider exposure but was debt-related, not a market sale. Subsequent RSU award and low-price option exercise restore ownership stake (+172,646 shares since March) and increase alignment, yet the 750,000-option grant adds future dilution risk. Net signal appears mixed and largely compensation-driven rather than a directional view on CAI’s valuation.

Positive

• Insider confidence signal: 75,000 options exercised at $2.44, well below the $27.25 price used for tax withholding, implying belief in upside.
• Incentive alignment: 132,428 new RSUs and 750,000 performance-based options extend vesting to 2026, promoting long-term retention.
• Debt reduction: Surrender of shares eliminated an outstanding promissory note, cleaning up the officer’s balance with the company.

Negative

• Large share disposal: 700,509 shares surrendered, materially reducing immediate insider ownership.
• Potential dilution: 750,000 newly issued options could expand share count by roughly 2% when exercised.
• Immediate 60% vesting: Front-loaded option vesting limits future performance leverage and may draw governance scrutiny.

Insights

Securities Analyst

TL;DR: Mixed compensation activity; debt-related share surrender offset by option exercise and RSU grant—overall neutral for share-price outlook.

The 700 K-share surrender at $18.60 looks negative on surface but is a non-discretionary repayment, not an open-market sale. Management later exercised 75 K options at $2.44—deep in-the-money versus the $27.25 tax-withholding sale price—signalling confidence in long-term upside. Granting 750 K new options, however, introduces potential dilution of ~2% of post-split shares (assuming ~40 M shares outstanding). Net common ownership rose to 523,886, restoring part of the March reduction. Because transactions appear tied to compensation and debt settlement rather than valuation timing, I view the filing as neutral for investors.

Corporate Governance Expert

TL;DR: Routine incentive realignment; large option grant increases dilution risk but preserves pay-for-performance design.

From a governance stance, surrendering shares to settle a promissory note removes a related-party receivable, a welcome cleanup. The sizeable new option package—60% vesting day-one—skews pay mix toward equity but accelerates realizable pay. Coupled with RSUs, Spetzler’s total unvested equity now exceeds 900 K shares, aligning interests yet raising dilution questions. Vesting schedule extends to 2026, promoting retention. No red flags on 10b5-1 usage; filing lists direct ownership only, enhancing transparency. Overall, impact is neutral: governance norms upheld, though dilution warrants monitoring.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Spetzler David Baxley

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2025

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

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

X	Form filed by One Reporting Person
	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	03/03/2025		D		700,509	D	$18.6(1)	351,240(2)	D
Common Stock	06/18/2025		A		132,428(3)	A	$0	483,668	D
Common Stock	06/20/2025		M		75,000	A	$2.44	558,668	D
Common Stock	06/20/2025		F		34,782	D	$27.25	523,886	D

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
Stock Option	$18.6	03/03/2025		A		750,000		(4)	03/03/2035	Common Stock	750,000	$0	750,000	D
Stock Option	$2.44	06/20/2025		M			75,000	(5)	06/23/2025	Common Stock	75,000	$0	0	D

Explanation of Responses:

1. Represents shares of Common Stock surrendered to the Issuer as repayment for an outstanding promissory note.

2. Includes 151,750 shares of Common Stock underlying restricted stock units which vest in accordance with the applicable grant agreements, which securities were previously reported on the Reporting Person's Form 3. All the securities reported in this Form 4 reflect a one-for-four reverse stock split effected as of June 1, 2025.

3. Represents an award of restricted stock units which vest in accordance with the applicable grant agreement.

4. The stock option vested 60% at grant and will vest 20% on August 11, 2025 and 20% on August 11, 2026. These securities were previously reported on the Reporting Person's Form 3.

5. The stock option is fully vested and exercisable.

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many CAI shares did President David Baxley Spetzler dispose of on 03/03/2025?

He surrendered 700,509 common shares to repay a promissory note.

What is the President’s current direct ownership in CAI after the reported transactions?

Post-filing, he directly owns 523,886 common shares, including 151,750 unvested RSUs.

How many new stock options were granted on 03/03/2025 and at what strike price?

He received 750,000 options with a strike price of $18.60 per share.

What was the exercise price for the options exercised on 06/20/2025?

The 75,000 options were exercised at $2.44 per share.

Does the filing mention a reverse stock split for CAI?

Yes, all figures reflect a 1-for-4 reverse stock split effective 1 June 2025.

Were any of the transactions conducted under a Rule 10b5-1 trading plan?

The form includes the checkbox but does not indicate that these trades were under a Rule 10b5-1 plan.