[Form 4] Caris Life Sciences, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview – Caris Life Sciences, Inc. (CAI)

The filing reports two equity events for director Jon Halbert. The earliest transaction occurred on 02/27/2025, when 16,129 restricted stock units (RSUs) were credited at no cash cost, lifting Halbert’s directly held common-stock balance to 116,129 shares. These RSUs were previously disclosed on the director’s Form 3 and reflect the company’s 1-for-4 reverse split completed 01 June 2025.

The more material event was on 06/20/2025, when 5,000,000 Series A Preferred shares owned through Ke’Ohana Ventures, LLC automatically converted at a 0.25:1 ratio into 1,250,000 CAI common shares upon the closing of the company’s initial public offering. This conversion, coded “C”, was also completed at a stated price of $0 because it was contractual.

Post-conversion, Halbert reports beneficial ownership of 1,366,129 common shares of CAI—116,129 D (direct) and 1,250,000 I (indirect via Ke’Ohana Ventures). No open-market purchases or sales are disclosed, and there is no cash consideration. The filing therefore signals continued insider alignment rather than a change in economic exposure.

Insights

Financial Analyst

TL;DR – Automatic preferred-to-common conversion; ownership now 1.37 M CAI shares; neutral cash impact.

The 5 M Series A Preferred shares converting into 1.25 M common shares is a standard IPO clean-up step, not a fresh capital injection. Because the conversion was priced at $0 and triggered automatically, it neither provides cash to the issuer nor signals bullish insider buying. Nonetheless, the resulting 1.37 M-share stake means the director retains a sizeable holding, aligning interests with public shareholders. There are no sales, option exercises, or disposition signals, so market impact should be modest and largely informational.

Corporate Governance Specialist

TL;DR – Disclosure confirms post-IPO capitalization & insider alignment; governance-neutral.

The Form 4 clarifies the equity structure following the one-for-four reverse split and IPO close. Automatic conversion of preferred stock eliminates a senior security class, simplifying the capital stack—positive from a governance clarity standpoint. Halbert’s continued indirect stake via Ke’Ohana Ventures keeps influence concentrated but is fully disclosed; he also disclaims beneficial ownership beyond pecuniary interest. No 10b5-1 plan is invoked, and no Section 16 termination is checked, indicating ongoing reporting obligations. Overall governance impact is neutral: transparency is adequate, and no conflicts are introduced.

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

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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^*

HALBERT JON

(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)
02/27/2025

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	02/27/2025		A		16,129(1)	A	$0	116,129	D
Common Stock	06/20/2025		C(2)		1,250,000	A	$0	1,250,000	I	By Ke'Ohana Ventures, LLC(3)

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
Series A Preferred Stock	$0	06/20/2025		C			5,000,000	(2)	(2)	Common Stock	1,250,000	(2)	0	I	By Ke'Ohana Ventures, LLC(3)

Explanation of Responses:

1. Represents an award of restricted stock units which vest in accordance with the applicable grant agreement. These restricted stock units 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.

2. Each share of preferred stock automatically converted into 0.25 shares of Common Stock of the Issuer upon the closing of the initial public offering of the Issuer's Common Stock.

3. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ J. Russel Denton, Attorney-in-Fact	06/23/2025
	** Signature of Reporting Person	Date
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