Caris Life Sciences Insider Converts Preferred, Retains 121M Common Shares

Rhea-AI Filing Summary

Form 4 highlights for Caris Life Sciences, Inc. (CAI): Founder, Chairman and CEO David D. Halbert – together with investment vehicle Caris Halbert, L.P. – reported multiple equity transactions surrounding the company’s initial public offering (IPO) and a 1-for-4 reverse stock split effected 1 June 2025.

Key common-stock activity

• 03 Mar 2025: Award of 360,750 restricted stock units (RSUs) at no cost; direct holdings rose to 2,023,250 shares.
• 18 Jun 2025: Award of 413,839 RSUs; direct holdings rose to 2,437,089 shares.
• 20 Jun 2025: Automatic conversion of preferred shares into 104,761,535 common shares (Code C) upon IPO closing; holdings recorded as indirect.

Derivative securities

• Series A Preferred (389,416,484 shares) and Series B Preferred (29,629,630 shares) converted at $0 exercise price for 97,354,127 and 7,407,408 common shares, respectively. Post-conversion, no preferred remains outstanding for the filer.

Post-transaction ownership

• Total beneficial ownership: ≈121.0 million common shares (2.44 million direct; 118.6 million indirect across Caris Halbert L.P., ADAPT I Ltd., Carisome I L.P., and other affiliates).
• Halbert remains a Director, 10% owner, and CEO; retains voting control via affiliated entities.

Implications for investors: The conversion collapses the preferred layer, simplifying the capital structure ahead of public trading and clarifying the insider’s sizeable stake. RSU grants strengthen incentive alignment but add marginal dilution. Concentrated insider ownership (>10%) may influence governance and float dynamics post-IPO.

Positive

• Preferred-to-common conversion removes senior securities, simplifying capital structure ahead of the IPO.
• Founder retains a sizable equity stake (~121 M shares), aligning management incentives with shareholder value.
• No insider sales were reported, reducing negative signalling risk around the IPO timing.

Negative

• Approx. 105 M new common shares increase share count and potential dilution for public investors.
• High insider concentration >10% may constrain free float and concentrate voting power.

Insights

Financial Analyst

TL;DR: Insider converts >104 M shares & receives RSUs; cap-structure simplified, but dilution and control concentration persist.

The automatic conversion of Series A and B preferred shares adds roughly 105 million new common shares, taking David Halbert’s total beneficial stake to ~121 million. Although the conversion was pre-programmed for the IPO at a 0.25 ratio, it materially increases the public share count, a potential overhang once the lock-up expires. Positively, eliminating preferred equity streamlines the balance sheet and removes preferential rights that might have weighed on valuation. The two RSU grants (≈0.77 million shares) are immaterial versus total shares but reinforce management incentives. Overall impact is modestly dilutive yet expected, leaving the disclosure neutral to slightly positive from a capital-structure perspective.

Corporate Governance Expert

TL;DR: Halbert controls ~121 M shares post-IPO, signalling strong alignment but tight float and governance influence.

With indirect ownership spread across several affiliated partnerships and trusts, Halbert preserves voting power while disclaiming beneficial ownership beyond pecuniary interest. Such concentration may reassure investors seeking founder commitment, yet it can limit board independence and minority influence. The reverse split and conversion events demonstrate careful pre-IPO housekeeping, reducing complexity. No sales were reported, so market-signal risk is low. I view the filing as governance-neutral with a watch-flag on float and related-party oversight once the stock lists.

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
Estimated average burden
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^*

HALBERT DAVID D

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2025

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	03/25/2025		A		360,750(1)	A	$0	2,023,250	D
Common Stock	06/18/2025		A		413,839(2)	A	$0	2,437,089	D
Common Stock	06/20/2025		C(3)		104,761,535	A	$0	121,025,002	I	See Footnotes(4)(5)

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			389,416,484	(3)	(3)	Common Stock	97,354,127	(3)	0	I	See Footnotes(5)(6)
Series B Preferred Stock	$0	06/20/2025		C			29,629,630	(3)	(3)	Common Stock	7,407,408	(3)	0	I	See Footnotes(5)(6)

1. Name and Address of Reporting Person^*

HALBERT DAVID D

(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

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

1. Name and Address of Reporting Person^*

Caris Halbert, 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

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

Explanation of Responses:

1. Represents an award of restricted stock units that vest in accordance with the applicable grant agreement. These restricted stock units 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.

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

3. 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.

4. The Common Stock reported herein includes (i) 101,261,532 shares of Common Stock held of record by Caris Halbert, L.P, (ii) 8,528,805 shares of Common Stock held of record by ADAPT I Ltd., (iii) 8,414,427 shares of Common Stock held of record by Carisome I, L.P., (iv) 645,149 shares of Common Stock held of record by Caris Investment II Ltd, and (v) 2,175,089 shares of Common Stock held of record by Caris Investment III Ltd. Caris Investment Management, LLC is the general partner of each of Caris Halbert, L.P., Caris Investment II Ltd., and Caris Investment III Ltd. Two family trusts are separately the general partner of ADAPT I Ltd. and the managing general partner of Carisome I, L.P., respectively.

5. David D. Halbert is the managing member of Caris Investment Management, LLC and 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.

6. The preferred stock reported herein includes (i) 3,500,003 shares of Common Stock underlying Series A Preferred Stock held of record by ADAPT I Ltd., (ii) 93,854,124 shares of Common Stock underlying Series A Preferred Stock held of record by Caris Halbert, L.P. and (iii) 7,407,408 shares of Common Stock underlying Series B Preferred Stock held of record by Caris Halbert, L.P.

Remarks:

Founder, Chairman, and Chief Executive Officer; ADAPT I Ltd. and Carisome I, L.P. are filing a separate Form 4 with respect to the transactions reported herein.

	David Halbert, /s/ J. Russel Denton, Attorney-in-Fact	06/23/2025
	Caris Halbert, L.P., /s/ J. Russel Denton, Attorney-in-Fact	06/23/2025
	** Signature of Reporting Person	Date
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FAQ

How many Caris Life Sciences (CAI) shares does David D. Halbert own after the reported transactions?

He beneficially owns about 121.0 million common shares (≈2.4 million direct, the rest indirect through affiliated entities).

What triggered the preferred-stock conversion disclosed in the Caris Life Sciences Form 4?

Each Series A and Series B share automatically converted into common stock at IPO closing on 20 June 2025 at a 0.25:1 ratio.

Were any shares sold by the insider in this filing?

No. All transactions were awards or automatic conversions; no dispositions or open-market sales occurred.

Does the Form 4 indicate additional dilution for CAI shareholders?

Yes. The conversion adds ~104.8 million new common shares, expanding the share base ahead of public trading.

Why was a 1-for-4 reverse stock split mentioned in the footnotes?

It adjusted all share counts effective 1 June 2025, ensuring reported numbers reflect the split-adjusted amounts for accuracy before the IPO.