Caris Life Sciences, Inc. SEC Filings

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.

Form 4 snapshot: On 06/20/2025 several affiliated reporting persons – J.H. Whitney VI L.P., its general partner J.H. Whitney Equity Partners VI, LLC, and managing members Paul R. Vigano & Robert M. Williams Jr. – reported a Code C conversion of derivative securities in Caris Life Sciences, Inc. (symbol CAI).

Key transaction details

• Derivative security: 50,067,334 shares of Series A Preferred Stock.
• Conversion ratio: 1 preferred share → 0.25 common shares (per footnote 1).
• Common shares received: 12,516,834 shares (Table I – marked “A” for acquired).
• Price: $0 – routine conversion connected with the issuer’s initial public offering, not an open-market purchase or sale.

Following the conversion the reporting persons now beneficially own 20,256,615 common shares, all held indirectly through J.H. Whitney VI L.P. (Table I, Column 5 & Column 6). Table II shows zero derivative securities remaining for these insiders, eliminating a layer of preferred equity from their ownership stack.

The filing confirms that each entity/person remains a 10%+ owner; no director or officer positions are disclosed. Because the transaction was a mandatory conversion tied to the IPO close, it does not reflect a discretionary investment decision but does increase the publicly-reported common share float.

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

Senior Vice President, General Counsel and Secretary J. Russel Denton reported several equity transactions between 3 March 2025 and 20 June 2025.

• 03 Mar 2025 – Disposal: 238,230 common shares were surrendered to the issuer at an implied $18.60 per share to repay an outstanding promissory note (non-open-market).
• 18 Jun 2025 – RSU grant: 99,321 restricted stock units were awarded at no cost; vesting follows the grant agreement. After this award, Denton’s direct holdings rose to 116,091 shares.
• 20 Jun 2025 – Open-market purchase: 7,500 common shares were bought at $21.00 per share, increasing direct ownership to 123,591 shares.
• Indirect holdings: An additional 5,000 shares are held through a trust.
• Option grant: On 03 Mar 2025 Denton received 255,000 stock options with a $18.60 strike price, expiring 03 Mar 2035. Vesting: 60 % at grant, 20 % on 1 Sep 2025, 20 % on 1 Sep 2026.

Taking the reverse 1-for-4 stock split (effective 1 Jun 2025) into account, Denton’s current beneficial ownership stands at 123,591 direct and 5,000 indirect common shares, plus 255,000 vested/unvested options.

The filing shows a net reduction of 131,409 direct shares compared with the 238,230 surrendered, partially offset by the RSU grant and open-market purchase. The promissory-note repayment suggests a non-discretionary reason for the large disposal, while the subsequent personal purchase signals some confidence in the company’s prospects.

Form 4 highlights for Caris Life Sciences, Inc. (CAI): Founder, Chairman and CEO David D. Halbert – together with investment vehicle Caris Halbert, L.P. – reported multiple equity transactions surrounding the company’s initial public offering (IPO) and a 1-for-4 reverse stock split effected 1 June 2025.

Key common-stock activity

• 03 Mar 2025: Award of 360,750 restricted stock units (RSUs) at no cost; direct holdings rose to 2,023,250 shares.
• 18 Jun 2025: Award of 413,839 RSUs; direct holdings rose to 2,437,089 shares.
• 20 Jun 2025: Automatic conversion of preferred shares into 104,761,535 common shares (Code C) upon IPO closing; holdings recorded as indirect.

Derivative securities

• Series A Preferred (389,416,484 shares) and Series B Preferred (29,629,630 shares) converted at $0 exercise price for 97,354,127 and 7,407,408 common shares, respectively. Post-conversion, no preferred remains outstanding for the filer.

Post-transaction ownership

• Total beneficial ownership: ≈121.0 million common shares (2.44 million direct; 118.6 million indirect across Caris Halbert L.P., ADAPT I Ltd., Carisome I L.P., and other affiliates).
• Halbert remains a Director, 10% owner, and CEO; retains voting control via affiliated entities.

Implications for investors: The conversion collapses the preferred layer, simplifying the capital structure ahead of public trading and clarifying the insider’s sizeable stake. RSU grants strengthen incentive alignment but add marginal dilution. Concentrated insider ownership (>10%) may influence governance and float dynamics post-IPO.

Form 4 overview: Caris Life Sciences, Inc. (ticker CAI) received a Form 4 jointly filed by 10% owners ADAPT I Ltd. and Carisome I, L.P. reflecting an internal capital-structure event dated 20 June 2025.

Key transaction: On 06/20/2025 the holders converted Series A Preferred Stock into 3,500,003 shares of common stock (transaction code “C”). The filing lists a conversion price of $0, confirming the shares were issued automatically, not purchased on the open market.

• Conversion ratio: each preferred share → 0.25 common shares (Footnote 1)
• Shares acquired: 3,500,003 (all classified “A” for acquired)
• Post-transaction common shares beneficially owned: 16,943,232

Ownership structure: Footnote 2 breaks the holdings into 8,528,805 shares held by ADAPT I Ltd. and 8,414,427 shares held by Carisome I, L.P. Both entities are controlled via separate family trusts for which David D. Halbert serves as trustee; Halbert disclaims beneficial ownership beyond his pecuniary interest.

Capital-structure implications: The automatic conversion occurred “upon the closing of the initial public offering” of CAI common stock, indicating that all outstanding Series A Preferred shares held by these entities are now common equity (Footnote 3). No derivative securities remain in their indirect ownership following the conversion.

Material takeaways for investors: • Preferred-to-common conversion simplifies the equity stack after the IPO. • Insider collective ownership stands at roughly 17 million shares, highlighting continued significant influence by Halbert-controlled vehicles. • No open-market buying or selling occurred, so the filing is primarily informational rather than indicative of valuation views.