Stock grant replaces cash for Caris Life Sciences (CAI) board retainer

Rhea-AI Filing Summary

CASTLEMAN PETER M reported acquisition or exercise transactions in this Form 4 filing.

Caris Life Sciences director Peter M. Castleman received a grant of 5,509 shares of common stock on February 26, 2026, as compensation for his 2025 board retainer fees, instead of cash. The shares were valued at $20.06 each, based on a ten-day volume-weighted average price through February 25, 2026.

After this award, he directly holds 24,138 common shares. He also has indirect holdings reported as 100,000 shares through a family trust and 10,270,906 shares held by CLS-PF-SPE, LLC, an entity whose manager controls voting and investment power, while he disclaims beneficial ownership beyond his economic interest.

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)
02/26/2026

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)		5,509	A	$20.06	24,138	D
Common Stock								100,000	I	By Family Trust
Common Stock								10,270,906	I	By CLS-PF-SPE, LLC(2)

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.

2. 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.

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.

FAQ

What insider transaction did CAI director Peter M. Castleman report?

Peter M. Castleman reported receiving 5,509 Caris Life Sciences common shares as a stock grant. The award was issued in lieu of cash for his 2025 board retainer, using a ten-day volume-weighted average price ending February 25, 2026 to determine the share amount.

What price was used to value the CAI shares granted to Peter M. Castleman?

The 5,509 Caris Life Sciences shares were valued at $20.06 per share for the grant. That value was calculated from the ten trading day average of the daily volume-weighted average price through and including February 25, 2026, as described in the filing footnote.

How many CAI shares does Peter M. Castleman now hold directly and indirectly?

Following the grant, Peter M. Castleman directly holds 24,138 Caris Life Sciences common shares. Indirectly, 100,000 shares are reported as held by a family trust and 10,270,906 shares by CLS-PF-SPE, LLC, with voting and investment power exercised through its manager entity.

Why did Caris Life Sciences issue stock instead of cash to its director?

Caris Life Sciences issued stock to Peter M. Castleman in lieu of cash for his 2025 board retainer fees. The filing explains that the number of shares was determined by dividing the earned cash retainer by a ten-day average volume-weighted share price measure ending February 25, 2026.

What is CLS-PF-SPE, LLC’s role in Peter M. Castleman’s CAI holdings?

CLS-PF-SPE, LLC is reported as holding 10,270,906 Caris Life Sciences shares indirectly associated with Peter M. Castleman. A manager entity, CLS-PF-SPE Manager, LLC, exercises voting and investment power, and Castleman disclaims beneficial ownership except for any pecuniary interest he has in those shares.

How were the 5,509 CAI shares for the board retainer grant calculated?

The 5,509-share grant was calculated by dividing Peter M. Castleman’s earned 2025 board cash retainer by a pricing metric. That metric was the ten trading day average of the daily volume-weighted average price per Caris Life Sciences share through and including February 25, 2026.