Caris Life Sciences Form 4: Sixth Street Entities Reveal 28 M-Share Stake

Q: How many Caris Life Sciences (CAI) shares did Sixth Street affiliates obtain in this Form 4?

The reporting entities now beneficially own over 28 million CAI common shares after the conversions and warrant exercises.

Q: Were these CAI shares purchased with cash?

No. The shares resulted from automatic conversions and cashless warrant exercises triggered by the IPO; no cash outlay was required.

Q: Does this filing indicate insider buying or selling of CAI stock?

Neither; it is an administrative change converting existing securities into common shares tied to the IPO.

Q: Who ultimately controls the reporting entities in the Form 4?

Alan Waxman controls TSSP Sub-Fund HoldCo LLC, which in turn manages the various Barnett and Sixth Street vehicles.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

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.

06/23/2025 - 04:45 PM

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^*

TSSP Sub-Fund HoldCo LLC

(Last)

(First)

(Middle)

C/O SIXTH STREET PARTNERS, LLC

2100 MCKINNEY AVENUE, SUITE 1500

(Street)

DALLAS

75201

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2025		C⁽¹⁾		1,721,015⁽¹⁾	A	⁽¹⁾	1,721,015	I	Held by Barnett Equity Holdings, LLC⁽⁵⁾⁽⁷⁾
Common Stock	06/20/2025		C⁽¹⁾		3,881,988⁽¹⁾	A	⁽¹⁾	3,881,988	I	Held by TOP III Barnett Investments, LLC⁽⁵⁾⁽⁷⁾
Common Stock	06/20/2025		C⁽¹⁾		3,493,789⁽¹⁾	A	⁽¹⁾	3,493,789	I	Held by TAO Barnett Investments LLC⁽⁵⁾⁽⁷⁾
Common Stock	06/20/2025		C⁽¹⁾		478,779⁽¹⁾	A	⁽¹⁾	478,779	I	Held by Sixth Street Specialty Lending, Inc.⁽⁶⁾⁽⁷⁾
Common Stock	06/20/2025		C⁽²⁾		531,746⁽²⁾	A	⁽²⁾	1,010,525	I	Held by Sixth Street Specialty Lending, Inc.⁽⁶⁾⁽⁷⁾
Common Stock	06/20/2025		C⁽²⁾		10,103,175⁽²⁾	A	⁽²⁾	10,103,175	I	Held by Barnett Equity Holdings II, LLC⁽⁵⁾⁽⁷⁾
Common Stock	06/20/2025		X⁽³⁾		2,255,048⁽³⁾	A	⁽³⁾	3,976,063	I	Held by Barnett Equity Holdings, LLC⁽⁵⁾⁽⁷⁾
Common Stock	06/20/2025		X⁽³⁾		118,687⁽³⁾	A	⁽³⁾	1,129,212	I	Held by Sixth Street Specialty Lending, Inc.⁽⁶⁾⁽⁷⁾
Common Stock	06/20/2025		X⁽⁴⁾		1,711,113⁽⁴⁾	A	⁽⁴⁾	5,687,176	I	Held by Barnett Equity Holdings, LLC⁽⁵⁾⁽⁷⁾
Common Stock	06/20/2025		X⁽⁴⁾		90,059⁽⁴⁾	A	⁽⁴⁾	1,219,271	I	Held by Sixth Street Specialty Lending, Inc.⁽⁶⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	06/20/2025		C⁽¹⁾			6,884,058	⁽¹⁾	⁽¹⁾	Common Stock	1,721,015⁽¹⁾	$0	0	I	Held by Barnett Equity Holdings, LLC⁽⁵⁾⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	06/20/2025		C⁽¹⁾			15,527,951	⁽¹⁾	⁽¹⁾	Common Stock	3,881,988⁽¹⁾	$0	0	I	Held by TOP III Barnett Investments, LLC⁽⁵⁾⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	06/20/2025		C⁽¹⁾			13,975,155	⁽¹⁾	⁽¹⁾	Common Stock	3,493,789⁽¹⁾	$0	0	I	Held by TAO Barnett Investments LLC⁽⁵⁾⁽⁷⁾
Series C Preferred Stock	⁽¹⁾	06/20/2025		C⁽¹⁾			1,915,114	⁽¹⁾	⁽¹⁾	Common Stock	478,779⁽¹⁾	$0	0	I	Held by Sixth Street Specialty Lending, Inc.⁽⁶⁾⁽⁷⁾
Series D Preferred Stock	⁽²⁾	06/20/2025		C⁽²⁾			1,240,740	⁽²⁾	⁽²⁾	Common Stock	531,746⁽²⁾	$0	0	I	Held by Sixth Street Specialty Lending, Inc.⁽⁶⁾⁽⁷⁾
Series D Preferred Stock	⁽²⁾	06/20/2025		C⁽²⁾			23,574,073	⁽²⁾	⁽²⁾	Common Stock	10,103,175⁽²⁾	$0	0	I	Held by Barnett Equity Holdings II, LLC⁽⁵⁾⁽⁷⁾
2018 Warrants	⁽³⁾	06/20/2025		X⁽³⁾			13,009,892	⁽³⁾	09/20/2025	Common Stock	2,255,048⁽³⁾	$0	0	I	Held by Barnett Equity Holdings, LLC⁽⁵⁾⁽⁷⁾
2018 Warrants	⁽³⁾	06/20/2025		X⁽³⁾			684,731	⁽³⁾	09/20/2025	Common Stock	118,687⁽³⁾	$0	0	I	Held by Sixth Street Specialty Lending, Inc.⁽⁶⁾⁽⁷⁾
2020 Warrants	⁽⁴⁾	06/20/2025		X⁽⁴⁾			10,829,823	⁽⁴⁾	04/02/2027	Common Stock	1,711,113⁽⁴⁾	$0	0	I	Held by Barnett Equity Holdings, LLC⁽⁵⁾⁽⁷⁾
2020 Warrants	⁽⁴⁾	06/20/2025		X⁽⁴⁾			569,991	⁽⁴⁾	04/02/2027	Common Stock	90,059⁽⁴⁾	$0	0	I	Held by Sixth Street Specialty Lending, Inc.⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

TSSP Sub-Fund HoldCo LLC

(Last)

(First)

(Middle)

C/O SIXTH STREET PARTNERS, LLC

2100 MCKINNEY AVENUE, SUITE 1500

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Waxman Alan

(Last)

(First)

(Middle)

1 LETTERMAN DRIVE

BUILDING B, SUITE B6-100

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated December 31, 2024, which was previously filed with the Commission as an exhibit to the Form 3 filed by Mr. Waxman on June 17, 2025.

	TSSP Sub-Fund Holdco, LLC, By: /s/ Joshua Peck, Vice President	06/23/2025
	Alan Waxman By: /s/ Joshua Peck, on behalf of Alan Waxman	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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Caris Life Sciences (CAI) shares did Sixth Street affiliates obtain in this Form 4?

The reporting entities now beneficially own over 28 million CAI common shares after the conversions and warrant exercises.

Were these CAI shares purchased with cash?

No. The shares resulted from automatic conversions and cashless warrant exercises triggered by the IPO; no cash outlay was required.

Which securities were converted into CAI common stock?

Series C and Series D Preferred Stock plus 2018 and 2020 warrants were converted or exercised into common shares.

Does this filing indicate insider buying or selling of CAI stock?

Neither; it is an administrative change converting existing securities into common shares tied to the IPO.

Who ultimately controls the reporting entities in the Form 4?

Alan Waxman controls TSSP Sub-Fund HoldCo LLC, which in turn manages the various Barnett and Sixth Street vehicles.

Caris Life Sciences Form 4: Sixth Street Entities Reveal 28 M-Share Stake

Rhea-AI Filing Summary

Positive

Negative

Insights

FAQ

How many Caris Life Sciences (CAI) shares did Sixth Street affiliates obtain in this Form 4?

Were these CAI shares purchased with cash?

Which securities were converted into CAI common stock?

Does this filing indicate insider buying or selling of CAI stock?

Who ultimately controls the reporting entities in the Form 4?

NASDAQ:CAI

CAI Rankings

CAI Latest News

CAI Latest SEC Filings

CAI Stock Data

Trending News

Caris Life Sciences Form 4: Sixth Street Entities Reveal 28 M-Share Stake

Rhea-AI Filing Summary

Positive

Negative

Insights

Securities Analyst neutral

Corporate Governance Expert neutral

FAQ

How many Caris Life Sciences (CAI) shares did Sixth Street affiliates obtain in this Form 4?

Were these CAI shares purchased with cash?

Which securities were converted into CAI common stock?

Does this filing indicate insider buying or selling of CAI stock?

Who ultimately controls the reporting entities in the Form 4?

NASDAQ:CAI

CAI Rankings

CAI Latest News

CAI Latest SEC Filings

CAI Stock Data