Caris Life Sciences, Inc. SEC Filings

David D. Halbert, identified as Founder, Chairman and Chief Executive Officer of Caris Life Sciences (CAI), reported a transaction dated 08/11/2025 that disposed of 141,956 shares at $29.75 per share. After the reported transaction, Mr. Halbert directly beneficially owned 2,295,133 shares and indirectly controlled 121,025,002 shares through affiliated entities.

The filing details the composition of the indirect holdings: 101,261,532 shares held by Caris Halbert, L.P., 8,528,805 by ADAPT I Ltd., 8,414,427 by Carisome I, L.P., 645,149 by Caris Investment II Ltd., and 2,175,089 by Caris Investment III Ltd. It also states Mr. Halbert is the managing member or trustee of the entities and that he disclaims beneficial ownership except to the extent of his pecuniary interest.

David D. Halbert and affiliated entities report substantial ownership in Caris Life Sciences. Mr. Halbert directly holds 1,881,294 shares and 2,000,000 fully vested options, and reports shared beneficial ownership of additional shares held by affiliated entities. The filing shows an aggregate of 124,906,296 shares, which the filer states represents 44.1% of the outstanding common stock.

The shared holdings include 101,261,532 shares held by Caris Halbert, L.P. and additional shares held by ADAPT I Ltd., Carisome I, L.P., Caris Investment II Ltd., and Caris Investment III Ltd. The filing explains that voting and investment power flows through Caris Investment Management, LLC and two family trusts, and that the percentage figures are calculated based on 281,224,124 shares outstanding as reflected in the issuer's report plus 218,794 shares issued to Mr. Halbert in settlement of a restricted stock unit.

Caris Life Sciences completed a major financing and reported strong revenue growth while remaining loss-making. Total revenue for the three months ended June 30, 2025 was $181.4 million, up from $100.0 million a year earlier, led by molecular profiling services of $162.9 million. The company closed a pre-IPO financing on April 1, 2025 aggregating $167.7 million and completed an initial public offering on June 20, 2025 that produced net proceeds of $459.5 million plus a $68.9 million over-allotment, contributing to a period-end cash balance of $722.7 million. Net loss was $71.8 million for the quarter and $174.4 million for the six months ended June 30, 2025, with significant other expense items including fair-value adjustments and increased interest expense. All outstanding redeemable convertible preferred shares converted into common stock upon the IPO.

Caris Life Sciences, Inc. filed a Form 8-K dated August 12, 2025 stating that the company issued a press release announcing its financial results for the quarter ended June 30, 2025. The press release is furnished as Exhibit 99.1 and the filing also includes an Inline XBRL cover page as Exhibit 104. The company expressly states the press release is furnished, not "filed," and therefore is not subject to Section 18 liabilities or automatically incorporated by reference in other filings except as expressly noted.

The report is signed by Luke Power, Senior Vice President, Chief Financial Officer and Chief Accounting Officer. The filing identifies the company’s common stock as trading under the symbol CAI on The Nasdaq Stock Market and indicates the registrant is an emerging growth company. For the actual financial figures, readers must consult the furnished press release in Exhibit 99.1.

Form 4 Overview: On 23 Jun 2025, Caris Life Sciences (CAI) President David Baxley Spetzler disclosed several equity transactions covering 3 Mar – 20 Jun 2025. All figures reflect the 1-for-4 reverse stock split effective 1 Jun 2025.

Key share movements

• 03/03/2025 (Code D): Disposed 700,509 common shares at an implied $18.60 per share, surrendered to repay an outstanding promissory note.
• 06/18/2025 (Code A): Granted 132,428 restricted stock units (RSUs) at no cost; vesting per grant agreement.
• 06/20/2025 (Code M): Exercised 75,000 fully-vested options at $2.44, acquiring an equal number of shares.
• 06/20/2025 (Code F): Disposed 34,782 shares at $27.25, likely to satisfy tax-withholding obligations linked to the option exercise.

Post-transactions, the officer directly owns 523,886 common shares, including 151,750 unvested RSUs.

Derivative positions

• New Grant – 03/03/2025: 750,000 stock options at $18.60; 60% vested immediately, remaining 40% vest 20% on 11 Aug 2025 and 20% on 11 Aug 2026.
• Legacy Grant: 75,000 options at $2.44 fully exercised; no remaining balance.

Investor takeaways: The large March share surrender reduces insider exposure but was debt-related, not a market sale. Subsequent RSU award and low-price option exercise restore ownership stake (+172,646 shares since March) and increase alignment, yet the 750,000-option grant adds future dilution risk. Net signal appears mixed and largely compensation-driven rather than a directional view on CAI’s valuation.

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

On 06/23/2025 the company reported that Senior Vice President, Chief Financial Officer and Chief Accounting Officer Luke Thomas Power received an equity award of 99,321 restricted stock units (RSUs) dated 06/18/2025. The RSUs were acquired at no cost (transaction code “A”, price $0) and increase the executive’s direct beneficial ownership of CAI common stock to 99,571 shares.

The filing states that the RSUs “vest in accordance with the applicable grant agreement,” but provides no additional vesting schedule details. No open-market purchases, sales, or derivative security transactions were disclosed in either Table I or Table II.

Because the transaction is a standard compensation grant rather than a market purchase, it does not signal the officer’s view on valuation. However, the size of the award significantly expands the CFO’s equity exposure, aligning management incentives more closely with shareholder interests. Investors may monitor future filings for vesting-related sales or additional equity awards that could affect ownership levels.

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.