Caris Life Sciences Form 4: Sixth Street Entities Reveal 28 M-Share Stake
Rhea-AI Filing Summary
Form 4 Overview: The filing discloses that TSSP Sub-Fund HoldCo LLC and Alan Waxman (together with several Sixth Street–affiliated LLCs) reported multiple conversions of preferred shares and cashless warrant exercises into Caris Life Sciences, Inc. (CAI) common stock on 20 June 2025, immediately prior to and in connection with the company’s initial public offering (IPO).
Key Share Movements
- Series C Preferred – 6.88 million, 15.53 million, 13.98 million and 1.92 million shares converted across four LLC vehicles, yielding a total of 9.57 million CAI common shares.
- Series D Preferred – 1.24 million and 23.57 million shares converted, creating 10.63 million common shares.
- 2018 Warrants – Cashless exercise of 13.01 million and 0.68 million warrants produced 2.37 million common shares.
- 2020 Warrants – Cashless exercise of 10.83 million and 0.57 million warrants produced 1.80 million common shares.
Post-Transaction Holdings: Following the transactions, the reporting entities disclose beneficial ownership of more than 28 million CAI common shares, all held indirectly through various Sixth Street–managed vehicles (Barnett Equity Holdings I & II, TAO Barnett Investments, TOP III Barnett Investments, and Sixth Street Specialty Lending, Inc.). Ownership is classified as “Indirect (I)” for each security.
Context & Implications: These changes are a mechanical conversion tied to the IPO rather than open-market buying or selling. While they do not inject new capital, they reveal significant insider equity stakes that will enter the public float post-listing, signalling alignment with minority shareholders. Conversely, the sizeable issuance may add dilution risk considerations for prospective investors.
Positive
- High insider ownership (≈28 m shares) demonstrates continued commitment and alignment with public shareholders after the IPO.
Negative
- Potential dilution: the mechanical conversion adds a large block of shares to the public float, which may pressure post-IPO valuation once lock-ups expire.
Insights
TL;DR: Large insider conversions linked to IPO, neutral cash flow impact, highlights >28 m shares under Sixth Street control.
The filing is predominately administrative. Preferred shares and warrants automatically converted as required by the charter upon IPO closing; no cash changed hands. Sixth Street-affiliated entities emerge with a consolidated stake exceeding 28 million shares, making them one of CAI’s dominant holders. Investors should note potential float concentration and future lock-up expirations, but the event itself neither enhances nor impairs near-term liquidity or earnings.
TL;DR: Conversion clarifies cap table; insider alignment positive but raises governance & dilution watch-points.
The unified disclosure of multiple LLCs clarifies intricate ownership chains (Sub-Fund HoldCo → TAO/Empire SPVs → various Barnett vehicles). Alan Waxman’s ultimate control and disclaimer language follow best-practice. High insider concentration may support long-term strategic stability, yet minority investors should monitor related-party transactions and voting power post-IPO.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series C Preferred Stock | 6,884,058 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 15,527,951 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 13,975,155 | $0.00 | -- |
| Conversion | Series C Preferred Stock | 1,915,114 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 1,240,740 | $0.00 | -- |
| Conversion | Series D Preferred Stock | 23,574,073 | $0.00 | -- |
| X | 2018 Warrants | 13,009,892 | $0.00 | -- |
| X | 2018 Warrants | 684,731 | $0.00 | -- |
| X | 2020 Warrants | 10,829,823 | $0.00 | -- |
| X | 2020 Warrants | 569,991 | $0.00 | -- |
| Conversion | Common Stock | 1,721,015 | $0.00 | -- |
| Conversion | Common Stock | 3,881,988 | $0.00 | -- |
| Conversion | Common Stock | 3,493,789 | $0.00 | -- |
| Conversion | Common Stock | 478,779 | $0.00 | -- |
| Conversion | Common Stock | 531,746 | $0.00 | -- |
| Conversion | Common Stock | 10,103,175 | $0.00 | -- |
| X | Common Stock | 2,255,048 | $0.00 | -- |
| X | Common Stock | 118,687 | $0.00 | -- |
| X | Common Stock | 1,711,113 | $0.00 | -- |
| X | Common Stock | 90,059 | $0.00 | -- |
Footnotes (1)
- Each share of Series C Preferred Stock of Caris Life Sciences, Inc. (the "Issuer") was convertible at the option of the holder into 0.25 shares of common stock $.001 par value of the Issuer (the "Common Stock") and automatically converted into Common Stock immediately prior to and in connection with the closing of the Issuer's initial public offering (the "IPO"). The number of shares received upon conversion reflects certain adjustments pursuant to the terms of the Issuer's amended and restated certificate of formation (the "Charter"), in connection with the IPO. The Series C Preferred Stock had no expiration date. Each share of Series D Preferred Stock of the Issuer was convertible at the option of the holder into 0.25 shares of Common Stock of the Issuer and automatically converted into Common Stock immediately prior to and in connection with the closing of the Issuer's IPO. The number of shares received upon conversion reflects certain adjustments pursuant to the terms of the Issuer's Charter, in connection with the IPO. The Series D Preferred Stock had no expiration date. The 2018 warrants were exercisable at the option of the holder into shares of Series C Preferred Stock of the Issuer at an exercise price of $1.61 per share and into Common Stock at an exercise price of $6.44 per share. Immediately prior to and in connection with the closing of the Issuer's IPO, the 2018 warrants were exercised on a cashless basis into shares of Series C Preferred Stock which then automatically converted into Common Stock. The number of shares received upon conversion reflects certain adjustments pursuant to the terms of the Issuer's Charter, in connection with the IPO. The 2020 warrants were exercisable into Series C preferred stock at a price of $1.93 per share and into Common Stock at a price of $7.73 per share. Immediately prior to and in connection with the closing of the Issuer's IPO the 2020 warrants were exercised on a cashless basis into shares of Series C Preferred Stock which then automatically converted into Common Stock. The number of shares received upon conversion reflects certain adjustments pursuant to the terms of the Issuer's Charter, in connection with the IPO. TSSP Sub-Fund Holdco, LLC, a Delaware limited liability company ("Sub-Fund HoldCo"), is the sole member of each of TAO SPV GP, LLC, a Delaware limited liability company ("TAO SPV"), and Empire SPV GP, LLC, a Delaware limited liability company ("Empire SPV"). TAO SPV is the managing member of each of (i) Barnett Equity Holdings, LLC; (ii) Barnett Equity Holdings II LLC; and (iii) TAO Barnett Investments LLC. Empire SPV is the managing member of TOP III Barnett Investments, LLC. TSSP Holdco Management, LLC, a Delaware limited liability company ("Holdco Management"), manages Sixth Street Specialty Lending Advisers Holdings, LLC, a Delaware limited liability company ("Adviser Holdings"). The business and affairs of Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company ("Adviser"), are managed by Adviser Holdings, the sole member of Adviser. Sixth Street Specialty Lending, Inc. is managed by Adviser. Sub-Fund HoldCo is managed by its sole member, whose managing member is Alan Waxman ("Mr. Waxman"). Holdco Management is managed by a board of directors, which is currently comprised of Mr. Waxman. Mr. Waxman is the CEO of Holdco Management. Each Reporting Person disclaims beneficial ownership over the reported securities herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein.
