Caris Life Sciences, Inc. filings document financial results, governance matters, financing arrangements and material company events for an AI TechBio precision medicine business. Form 8-K disclosures report quarterly and annual operating results, molecular profiling services revenue, clinical therapy selection activity, and Regulation FD updates tied to company presentations and diagnostic-development programs.
The company’s SEC record also includes a definitive proxy statement covering annual meeting proposals, director elections and auditor ratification. Other material-event filings describe senior secured credit facilities with subsidiary guarantees, amendments to bylaws affecting shareholder derivative proceedings, and capital-structure terms relevant to Caris’ public-company reporting obligations.
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.
Caris Life Sciences, Inc. (CAI) – Form 4 insider transaction
The filing reports two transactions by Brian J. Brille, Vice-Chairman, Executive Vice President and Director of Caris Life Sciences:
- 18 Jun 2025: Award of 132,428 restricted stock units (RSUs). RSUs were granted at no cost and will vest according to the grant agreement. Following the award, Brille’s direct holdings increased by the same amount.
- 20 Jun 2025: Open-market purchase of 30,000 common shares at $21.00 per share, indicating a personal cash outlay of approximately $630,000.
After the reported transactions:
- Direct ownership: 162,428 common shares.
- Indirect ownership: 500,000 common shares held through trusts (Brille disclaims beneficial ownership beyond his pecuniary interest).
No derivative securities were reported, and no dispositions took place. The filing confirms that Brille remains subject to Section 16 reporting obligations. The purchase was not flagged as a Rule 10b5-1 transaction, suggesting it was discretionary.
Investor takeaway: A sizeable open-market buy combined with a large RSU grant increases Brille’s economic exposure to CAI, which market participants often interpret as a sign of insider confidence in the company’s prospects. However, the filing provides no additional operational or financial data that would allow an assessment of fundamental performance.
Form 4 Overview: The filing discloses that TSSP Sub-Fund HoldCo LLC and Alan Waxman (together with several Sixth Street–affiliated LLCs) reported multiple conversions of preferred shares and cashless warrant exercises into Caris Life Sciences, Inc. (CAI) common stock on 20 June 2025, immediately prior to and in connection with the company’s initial public offering (IPO).
Key Share Movements
- Series C Preferred – 6.88 million, 15.53 million, 13.98 million and 1.92 million shares converted across four LLC vehicles, yielding a total of 9.57 million CAI common shares.
- Series D Preferred – 1.24 million and 23.57 million shares converted, creating 10.63 million common shares.
- 2018 Warrants – Cashless exercise of 13.01 million and 0.68 million warrants produced 2.37 million common shares.
- 2020 Warrants – Cashless exercise of 10.83 million and 0.57 million warrants produced 1.80 million common shares.
Post-Transaction Holdings: Following the transactions, the reporting entities disclose beneficial ownership of more than 28 million CAI common shares, all held indirectly through various Sixth Street–managed vehicles (Barnett Equity Holdings I & II, TAO Barnett Investments, TOP III Barnett Investments, and Sixth Street Specialty Lending, Inc.). Ownership is classified as “Indirect (I)” for each security.
Context & Implications: These changes are a mechanical conversion tied to the IPO rather than open-market buying or selling. While they do not inject new capital, they reveal significant insider equity stakes that will enter the public float post-listing, signalling alignment with minority shareholders. Conversely, the sizeable issuance may add dilution risk considerations for prospective investors.