Caris Life Sciences Form 4: Castleman Holds 10.27M Shares Post-IPO

Rhea-AI Filing Summary

SEC Form 4 Overview: The filing discloses two reportable events for Director Peter M. Castleman at Caris Life Sciences, Inc. (ticker CAI).

Event 1 – 27 Feb 2025: Castleman received 16,129 restricted stock units (RSUs) that vest per the grant agreement and a fully-vested option to purchase 2,500 common shares at an exercise price of $18.60. These awards reflect a 1-for-4 reverse stock split effective 1 Jun 2025.

Event 2 – 20 Jun 2025: Following the company’s initial public offering, 40,983,607 shares of Series A preferred stock automatically converted into 10,245,906 common shares (0.25 conversion ratio). The shares are held indirectly through CLS-PF-SPE, LLC, an entity Mr. Castleman manages.

Post-transaction ownership:

• Direct: 16,129 common shares and 2,500 stock options.
• Indirect: 10,270,906 common shares (10,245,906 via CLS-PF-SPE, LLC and 100,000 via a family trust).

Key facts: • No dispositions occurred; all transactions were awards or mandatory conversions at $0 consideration. • Castleman retains voting and investment power over the CLS-PF-SPE, LLC position but disclaims beneficial ownership beyond his pecuniary interest. • The conversion confirms completion of CAI’s IPO and the related capital-structure transition.

Positive

• No shares were sold; all transactions were awards or automatic conversions at $0 consideration, indicating continued insider ownership.
• Large indirect stake of 10.27 million shares confirms substantial alignment of the director’s financial interests with common shareholders.
• Preferred conversion simplifies capital structure by eliminating Series A preferred shares post-IPO.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director gained 16k RSUs, 2.5k options and converted 10.2M shares; no sales, signalling continued exposure post-IPO.

The Form 4 shows substantial equity alignment: Castleman’s indirect stake ballooned to 10.27 million common shares following the automatic preferred conversion tied to CAI’s IPO. The additional RSUs and fully-vested option modestly increase direct ownership but are immaterial versus the large indirect block. There was no cash outlay or sale, so the transactions do not immediately affect liquidity or float. Investors can read the filing as neutral to slightly positive—insider retains a significant position, implying confidence, yet the actions were largely mechanical rather than opportunistic buying.

Corporate Governance Expert

TL;DR: Filing documents obligatory IPO-triggered share conversion; governance impact limited, insider control unchanged.

From a governance view, the automatic conversion of preferred stock eliminates dual-class complexity and aligns Castleman’s economic and voting interests with common shareholders. Because the preferred shares converted at a fixed ratio, dilution was anticipated in the IPO prospectus, so market surprise is minimal. Castleman’s control via CLS-PF-SPE, LLC remains intact; the disclosure simply updates public records. No 10b5-1 plan is cited, and the absence of dispositions reduces litigation or optics risk. Overall governance impact is neutral.

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

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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^*

CASTLEMAN PETER M

(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	16,129	D
Common Stock	06/20/2025		C(2)		10,245,906	A	$0	10,270,906	I	By CLS-PF-SPE, LLC(3)
Common Stock								100,000	I	By Family Trust

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	$18.6	02/27/2025		A		2,500		(4)	02/27/2035	Common Stock	2,500	$0	2,500	D
Series A Preferred Stock	$0	06/20/2025		C			40,983,607	(2)	(2)	Common Stock	10,245,906	(2)	0	I	By CLS-PF-SPE, 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. CLS-PF-SPE Manager, LLC is the manager of CLS-PF-SPE, LLC. Mr. Castleman is a manager of CLS-PF-SPE Manager, LLC and in such capacity has voting and investment power with respect to the shares held by CLS-PF-SPE, LLC. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

4. The stock option is fully vested and exercisable. These securities were previously reported on the Reporting Person's Form 3.

	/s/ J. Russel Denton, Attorney-in-Fact	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).
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FAQ

How many CAI common shares does Peter Castleman own after the Form 4?

He beneficially owns 10,287,035 common shares: 16,129 directly and 10,270,906 indirectly.

What was the conversion ratio for CAI Series A Preferred Stock?

Each preferred share converted into 0.25 common shares upon CAI’s IPO closing.

Did the insider sell any CAI shares in this filing?

No. All reported transactions were acquisitions or mandatory conversions; there were no dispositions.

What is the exercise price and size of the newly reported stock option?

The option covers 2,500 common shares at an exercise price of $18.60 per share.

Why did the number of shares change on 1 June 2025?

Caris Life Sciences effected a 1-for-4 reverse stock split, adjusting all share amounts accordingly.