Caris Life Sciences chief exercises 1.25M options

Caris Life Sciences’ president exercised 1.25 million options and sold 597,212 shares mainly to cover exercise costs and taxes.

Rhea-AI Filing Summary

Caris Life Sciences, Inc. (CAI) reported that President David Baxley Spetzler exercised stock options for a total of 1,250,000 shares of common stock at an exercise price of $2.44 per share on September 3–4, 2026. In connection with these exercises, he sold 597,212 shares in broker-assisted sell-to-cover transactions at weighted average prices around $24.76–$25.32 to cover the aggregate exercise price and tax withholding obligations, and retained all remaining shares acquired upon exercise. The options were fully vested and were exercised before their September 12, 2026 expiration.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider Spetzler David Baxley

Role President

Sold 597,212 shs ($14.83M)

Approx. gross sale proceeds $14.83M

Approx. exercise cost $3.05M

Type	Security	Shares	Price	Value
Exercise	Stock Option F5, F6	250,000	$0.00	$0.00
Exercise	Common Stock	250,000	$2.44	$610K
Sale	Common Stock F1, F4	119,212	$24.7552	$2.95M
Exercise	Stock Option F5, F6	1,000,000	$0.00	$0.00
Exercise	Common Stock	1,000,000	$2.44	$2.44M
Sale	Common Stock F1, F2	393,100	$24.7604	$9.73M
Sale	Common Stock F1, F3	84,900	$25.3201	$2.15M

Holdings After Transaction: Stock Option — 0 contracts (Direct); Common Stock — 1,182,871 shares (Direct)

Footnotes (6)

1. F1. The sales reported on this Form 4 were effected pursuant to a broker-assisted sell-to-cover exercise of fully vested stock options scheduled to expire on September 12, 2026. The shares were sold solely to cover the aggregate exercise price and applicable tax withholding obligations. The Reporting Person retained all remaining shares acquired upon exercise.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.3200 to $25.3100, inclusive. The reporting person undertakes to provide to Caris Life Sciences, Inc., any security holder of Caris Life Sciences, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.3200 to $25.3300, inclusive. The reporting person undertakes to provide to Caris Life Sciences, Inc., any security holder of Caris Life Sciences, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.5550 to $25.1200, inclusive. The reporting person undertakes to provide to Caris Life Sciences, Inc., any security holder of Caris Life Sciences, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. F5. Exercise of stock options before their expiration date.
6. F6. The stock option is fully vested and exercisable.

Key Figures

Options exercised September 3, 2026: 1,000,000 shares Options exercised September 4, 2026: 250,000 shares Total shares sold: 597,212 shares +5 more

8 metrics

Options exercised September 3, 2026 1,000,000 shares Stock options converted into common stock at $2.44 exercise price

Options exercised September 4, 2026 250,000 shares Stock options converted into common stock at $2.44 exercise price

Total shares sold 597,212 shares Broker-assisted sell-to-cover transactions on September 3–4, 2026

Exercise price $2.44 per share Stock options exercised before September 12, 2026 expiration

Weighted average sale price (393,100 shares) $24.7604 per share Sales with underlying prices from $24.3200 to $25.3100

Weighted average sale price (84,900 shares) $25.3201 per share Sales with underlying prices from $25.3200 to $25.3300

Weighted average sale price (119,212 shares) $24.7552 per share Sales with underlying prices from $24.5550 to $25.1200

Option expiration date September 12, 2026 Fully vested stock options exercised before expiration

Key Terms

broker-assisted sell-to-cover, weighted average price, stock options, tax withholding obligations

4 terms

broker-assisted sell-to-cover financial

"were effected pursuant to a broker-assisted sell-to-cover exercise of fully vested"

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

stock options financial

"sell-to-cover exercise of fully vested stock options scheduled to expire"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

tax withholding obligations financial

"sold solely to cover the aggregate exercise price and applicable tax withholding obligations."

FAQ

What insider transactions did CAI’s president report on this Form 4?

Caris Life Sciences’ president exercised 1,250,000 stock options at $2.44 per share on September 3–4, 2026 and sold 597,212 shares of common stock in broker-assisted sell-to-cover transactions related to those exercises.

How many CAI shares did the insider sell and at what prices?

The president sold 597,212 shares of Caris Life Sciences common stock at weighted average prices of $24.7604, $25.3201, and $24.7552 per share, with underlying transaction price ranges from $24.3200 to $25.3300 as disclosed in the footnotes.

Why were the CAI shares sold in these transactions?

According to the disclosure, the sales were part of a broker-assisted sell-to-cover exercise of fully vested stock options expiring September 12, 2026. The shares were sold solely to cover the aggregate option exercise price and applicable tax withholding obligations, and the insider retained all remaining shares from the exercises.

What options did the CAI insider exercise in this filing?

The president exercised stock options for 1,000,000 shares on September 3, 2026 and 250,000 shares on September 4, 2026, each with an exercise price of $2.44 per share. The options were fully vested and exercisable and were exercised before their September 12, 2026 expiration date.

Were the CAI insider transactions made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and the footnotes describing the sales as broker-assisted sell-to-cover transactions do not state that they were executed pursuant to a Rule 10b5-1 trading plan.

Did the CAI insider keep any shares after the sell-to-cover transactions?

Yes. The disclosure states that the shares sold were used solely to cover the exercise price and tax withholding obligations and that the reporting person retained all remaining shares acquired upon exercise of the stock options.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 05:00 PM Accepted by SEC EDGAR 09/04/2026 - 04:59 PM Learn about SEC filing dates

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^*

Spetzler David Baxley

(Last) (First) (Middle)

C/O CARIS LIFE SCIENCES, INC.

750 W. JOHN CARPENTER FREEWAY, SUITE 800

(Street)

IRVING TEXAS 75039

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/03/2026		M		1,000,000	A	$2.44	1,530,083	D
Common Stock	09/03/2026		S		393,100(1)	D	$24.7604(2)	1,136,983	D
Common Stock	09/03/2026		S		84,900(1)	D	$25.3201(3)	1,052,083	D
Common Stock	09/04/2026		M		250,000	A	$2.44	1,302,083	D
Common Stock	09/04/2026		S		119,212(1)	D	$24.7552(4)	1,182,871	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
Stock Option	$2.44	09/03/2026		M			1,000,000(5)	(6)	09/12/2026	Common Stock	1,000,000	$0	250,000	D
Stock Option	$2.44	09/04/2026		M			250,000(5)	(6)	09/12/2026	Common Stock	250,000	$0	0	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a broker-assisted sell-to-cover exercise of fully vested stock options scheduled to expire on September 12, 2026. The shares were sold solely to cover the aggregate exercise price and applicable tax withholding obligations. The Reporting Person retained all remaining shares acquired upon exercise.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.3200 to $25.3100, inclusive. The reporting person undertakes to provide to Caris Life Sciences, Inc., any security holder of Caris Life Sciences, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.3200 to $25.3300, inclusive. The reporting person undertakes to provide to Caris Life Sciences, Inc., any security holder of Caris Life Sciences, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.5550 to $25.1200, inclusive. The reporting person undertakes to provide to Caris Life Sciences, Inc., any security holder of Caris Life Sciences, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Exercise of stock options before their expiration date.

6. The stock option is fully vested and exercisable.

Remarks:

President

	/s/ J. Russel Denton, Attorney-in-Fact	09/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)