Caris Life Sciences Insider Converts Series A Preferred into 12.5M CAI Shares

Rhea-AI Filing Summary

Form 4 snapshot: On 06/20/2025 several affiliated reporting persons – J.H. Whitney VI L.P., its general partner J.H. Whitney Equity Partners VI, LLC, and managing members Paul R. Vigano & Robert M. Williams Jr. – reported a Code C conversion of derivative securities in Caris Life Sciences, Inc. (symbol CAI).

Key transaction details

• Derivative security: 50,067,334 shares of Series A Preferred Stock.
• Conversion ratio: 1 preferred share → 0.25 common shares (per footnote 1).
• Common shares received: 12,516,834 shares (Table I – marked “A” for acquired).
• Price: $0 – routine conversion connected with the issuer’s initial public offering, not an open-market purchase or sale.

Following the conversion the reporting persons now beneficially own 20,256,615 common shares, all held indirectly through J.H. Whitney VI L.P. (Table I, Column 5 & Column 6). Table II shows zero derivative securities remaining for these insiders, eliminating a layer of preferred equity from their ownership stack.

The filing confirms that each entity/person remains a 10%+ owner; no director or officer positions are disclosed. Because the transaction was a mandatory conversion tied to the IPO close, it does not reflect a discretionary investment decision but does increase the publicly-reported common share float.

Positive

• Preferred stock fully converted, leaving no remaining derivative securities for the insider group and simplifying Caris Life Sciences’ capital structure.

Negative

• None.

Insights

Securities Analyst

TL;DR: Preferred-to-common conversion adds 12.5 M CAI shares to float; insider still >10% holder, no cash exchanged.

The Code C entry signals a structural change, not a valuation-driven trade. J.H. Whitney converted 50 M Series A preferred shares into 12.5 M common, lifting its common stake to 20.3 M shares. Because the conversion was automatic at IPO close, dilution effects were already modeled in offering documents, so market impact should be limited. The elimination of preferred stock marginally simplifies the capital structure and removes liquidation preferences tied to that class. From a liquidity standpoint, more common shares are now freely tradable once lock-ups expire, but nothing in the filing indicates immediate sell intent. Overall, the event is administratively important yet economically neutral to existing holders.

Corporate Governance Expert

TL;DR: Conversion cleans up equity stack; voting control unchanged; governance risk neutral.

Form 4 confirms that insider group retains significant voting power post-IPO, now entirely through common stock. The footnote clarifies shared voting/investment authority among the partnership, GP, and two managers, maintaining transparency required under Section 16(a). No new compensation-linked grants or 10b5-1 trading plans were disclosed, suggesting the action was purely mechanical. Governance wise, removal of preferred securities eliminates a senior class that could have conflicted with common shareholders, a slight positive for alignment. However, concentration of 20 M+ shares in one sponsor still presents potential control risk. Overall governance impact: neutral to mildly positive.

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^*

J H Whitney VI L P

(Last) (First) (Middle)

212 ELM STREET, SUITE 1

(Street)

NEW CANAAN CT 06840

(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)		12,516,834	A	(1)	20,256,615	I	See Footnote(2)

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	(1)	06/20/2025		C(1)			50,067,334	(1)	(1)	Common Stock	12,516,834	$0	0	I	See Footnote(2)

1. Name and Address of Reporting Person^*

J H Whitney VI L P

(Last) (First) (Middle)

212 ELM STREET, SUITE 1

(Street)

NEW CANAAN CT 06840

(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^*

J. H. Whitney Equity Partners VI, LLC

(Last) (First) (Middle)

212 ELM STREET, SUITE 1

(Street)

NEW CANAAN CT 06840

(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^*

VIGANO PAUL R

(Last) (First) (Middle)

212 ELM STREET, SUITE 1

(Street)

NEW CANAAN CT 06840

(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^*

WILLIAMS ROBERT M JR

(Last) (First) (Middle)

212 ELM STREET, SUITE 1

(Street)

NEW CANAAN CT 06840

(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 securities reported herein are held of record by J.H. Whitney VI L.P. J.H. Whitney Equity Partners VI, LLC is the sole general partner of J.H. Whitney VI L.P. Paul R. Vigano and Robert M. Williams, Jr., as the managing members of J.H. Whitney Equity Partners VI, LLC, share voting and investment power with respect to the shares held by J.H. Whitney VI L.P. Each of J.H. Whitney Equity Partners VI, LLC, Paul R. Vigano and Robert M. Williams, Jr. disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

	J.H Whitney VI L.P., By: J.H. Whitney Equity Partners VI, LLC, its general partner, By: /s/ Paul R. Vigano, its Managing Manager	06/23/2025
	J.H. Whitney Equity Partners VI, LLC, By: /s/ Paul R. Vigano, its Managing Manager	06/23/2025
	/s/ Paul R. Vigano	06/23/2025
	/s/ Robert M. Williams, Jr.	06/23/2025
	** Signature of Reporting Person	Date
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FAQ

How many CAI common shares did J.H. Whitney acquire on 06/20/2025?

The insider group acquired 12,516,834 common shares through automatic conversion.

What was converted in this CAI Form 4 filing?

50,067,334 Series A Preferred shares were automatically converted into common stock at a 0.25:1 ratio.

Does J.H. Whitney still hold any CAI preferred shares after the transaction?

No. Table II shows 0 derivative securities remaining after the conversion.

Is cash involved in the reported CAI insider transaction?

No cash changed hands; the filing records a non-cash, automatic conversion (Transaction Code C).

What is the insider’s total CAI common share ownership after conversion?

The insider group beneficially owns 20,256,615 common shares indirectly through J.H. Whitney VI L.P.