Caris Life Sciences (CAI) director paid 2025 board retainer in stock

Rhea-AI Filing Summary

PHILLIPS T DANNY reported acquisition or exercise transactions in this Form 4 filing.

Caris Life Sciences director T. Danny Phillips received a stock grant instead of cash for 2025 board retainer fees. He was awarded 3,739 shares of common stock at a reference price of $20.06 per share, bringing his direct holdings to 119,868 shares.

Insider Trade Summary

Net Buyer: 3,739 shares

Net Buy 1 txn

Insider PHILLIPS T DANNY

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,739	$20.06	$75K

Holdings After Transaction: Common Stock — 119,868 shares (Direct)

Footnotes (1)

1. F1. Shares issued in lieu of cash compensation for 2025 board retainer fees. Number of shares determined by dividing the cash retainer earned by the ten trading day average of the daily volume weighted average price per share through and including February 25, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/27/2026 - 06:08 PM Learn about SEC filing dates

FAQ

What did Caris Life Sciences (CAI) director T. Danny Phillips report in this Form 4?

T. Danny Phillips reported receiving 3,739 shares of Caris Life Sciences common stock as a grant. The shares were issued as compensation for his 2025 board retainer fees rather than cash, increasing his direct ownership stake to 119,868 shares in total.

How many Caris Life Sciences (CAI) shares did the director acquire and at what price?

The director was granted 3,739 shares of Caris Life Sciences common stock, with a reference price of $20.06 per share. This price reflects the ten-day average volume-weighted average price used to convert his 2025 cash board retainer into stock-based compensation.

Was the Caris Life Sciences (CAI) Form 4 transaction an open-market purchase or a grant?

The transaction was a share grant, not an open-market purchase. Shares were issued in lieu of cash compensation for 2025 board retainer fees, meaning the director accepted stock instead of cash as payment for his service on the company’s board.

How was the number of shares calculated for the Caris Life Sciences (CAI) director grant?

The number of shares was determined by dividing the cash retainer earned by a ten trading day average of the daily volume weighted average price. This period ran through and included February 25, 2026, ensuring the grant reflected a recent market-based pricing metric.

What is T. Danny Phillips’ total Caris Life Sciences (CAI) shareholding after this transaction?

After receiving the 3,739-share grant, T. Danny Phillips directly holds 119,868 shares of Caris Life Sciences common stock. This figure reflects his updated ownership position following the stock-based payment of his 2025 board retainer compensation disclosed in the Form 4.

Why did Caris Life Sciences (CAI) issue shares instead of cash for board fees?

Caris Life Sciences issued shares to the director in lieu of cash for 2025 board retainer fees. This approach compensates the director using equity, aligning part of his remuneration with the company’s stock performance rather than paying the retainer solely in cash.

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^*

PHILLIPS T DANNY

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A(1)		3,739	A	$20.06	119,868	D

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

Explanation of Responses:

1. Shares issued in lieu of cash compensation for 2025 board retainer fees. Number of shares determined by dividing the cash retainer earned by the ten trading day average of the daily volume weighted average price per share through and including February 25, 2026.

Remarks:

	/s/ J. Russel Denton, Attorney-in-Fact	02/27/2026
	** 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.