Caris Life Sciences Form 4: Exec Trades Net −131k Shares, Adds Options

Rhea-AI Filing Summary

Caris Life Sciences, Inc. (CAI) – Form 4 insider transaction summary

Senior Vice President, General Counsel and Secretary J. Russel Denton reported several equity transactions between 3 March 2025 and 20 June 2025.

• 03 Mar 2025 – Disposal: 238,230 common shares were surrendered to the issuer at an implied $18.60 per share to repay an outstanding promissory note (non-open-market).
• 18 Jun 2025 – RSU grant: 99,321 restricted stock units were awarded at no cost; vesting follows the grant agreement. After this award, Denton’s direct holdings rose to 116,091 shares.
• 20 Jun 2025 – Open-market purchase: 7,500 common shares were bought at $21.00 per share, increasing direct ownership to 123,591 shares.
• Indirect holdings: An additional 5,000 shares are held through a trust.
• Option grant: On 03 Mar 2025 Denton received 255,000 stock options with a $18.60 strike price, expiring 03 Mar 2035. Vesting: 60 % at grant, 20 % on 1 Sep 2025, 20 % on 1 Sep 2026.

Taking the reverse 1-for-4 stock split (effective 1 Jun 2025) into account, Denton’s current beneficial ownership stands at 123,591 direct and 5,000 indirect common shares, plus 255,000 vested/unvested options.

The filing shows a net reduction of 131,409 direct shares compared with the 238,230 surrendered, partially offset by the RSU grant and open-market purchase. The promissory-note repayment suggests a non-discretionary reason for the large disposal, while the subsequent personal purchase signals some confidence in the company’s prospects.

Positive

• Insider confidence: Denton bought 7,500 shares on the open market at $21 after the RSU grant.
• Incentive alignment: 255,000 long-dated options tie executive compensation to future share performance.
• Debt reduction: Share surrender eliminated an outstanding promissory note owed to the company.

Negative

• Large share disposal: 238,230 shares were surrendered, resulting in a net 131,409-share decrease in direct ownership despite subsequent awards.
• Potential dilution: Immediate vesting of 60 % of the 255,000 options could expand the share count when exercised.

Insights

Securities Analyst

TL;DR: Net share decrease but open-market buy and large option grant make impact broadly neutral.

The 238 k-share disposal looks sizeable, yet it was a cashless settlement of debt, not an open-market sale, muting bearish interpretation. The 99 k RSU grant and 255 k option package are typical executive compensation and do not inject fresh cash into CAI, but they align Denton’s incentives with shareholders. Importantly, the insider purchased 7.5 k shares at $21 post-grant—an active vote of confidence amid the reverse split. Overall liquidity effect on float is minimal. Given the offsetting nature of the transactions, market sentiment impact should be neutral.

Corporate Governance Expert

TL;DR: Compensation-driven equity movements; governance risk unchanged.

The debt-repayment share surrender removes an insider receivable, which is governance-friendly. The sizeable option grant (60 % immediate vesting) could raise dilution concerns, yet long-dated maturity keeps alignment intact. The follow-on stock purchase counters perceptions of rapid sell-downs. No red flags on Rule 10b5-1 usage were indicated. From a governance standpoint, the filing neither materially improves nor degrades the risk profile.

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^*

Denton John Russel

(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)
	See Remarks

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		238,230	D	$18.6(1)	16,770(2)	D
Common Stock	06/18/2025		A		99,321(3)	A	$0	116,091	D
Common Stock	06/20/2025		P		7,500	A	$21	123,591	D
Common Stock								5,000	I	By Trust

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		255,000		(4)	03/03/2035	Common Stock	255,000	$0	255,000	D

Explanation of Responses:

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

2. These 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 September 1, 2025 and 20% on September 1, 2026. These securities were previously reported on the Reporting Person's Form 3.

Remarks:

Senior Vice President, General Counsel, and Secretary

	/s/ J. Russel Denton	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many CAI shares did J. Russel Denton sell on 03-Mar-2025?

238,230 shares were surrendered to repay a promissory note.

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

He directly owns 123,591 common shares plus 255,000 stock options.

At what price did Denton purchase CAI shares on 20-Jun-2025?

He bought 7,500 shares at $21.00 per share.

What are the vesting terms of the 255,000 CAI stock options granted on 03-Mar-2025?

60 % vested immediately; an additional 20 % vests on 1 Sep 2025 and 20 % on 1 Sep 2026.

Did the reported transactions involve a Rule 10b5-1 trading plan?

The Form 4 does not indicate that these trades were executed under a 10b5-1 plan.