DEF 14A of Caris Life Sciences, Inc., Apr 23, 2026

DEF 14A of Caris Life Sciences, Inc.

Filed Apr 23, 2026 · FY20250002019410-26-000032

Open on EDGAR

  1. the Securities Exchange Act of 1934

    | Additional Narrative Disclosure | 28 | | Employment Agreements | 29 | | Equity Compensation Plan Information | 31 | | Certain Relationships and Related-Party and Other Transactions | 32 | | Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 36 | | Change in Independent Registered Public Accounting Firm | 37 | | Pre-Approval Policies and Procedures | 37 | | Audit Committee Report | 38 | | Availability of Annual Report on Form 10-K | 39 | | Questions and Answers | 40 | | Other Business | 46 |

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    Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Voting Matters and Board Recommendations

  3. the Securities Exchange Act of 1934

    | Proposal | The Board’s Recommendations | | Page | | 1.Elect ten Directors (David Dean Halbert, Peter M. Castleman, Brian J. Brille, David Fredrickson, Joseph E. Gilliam, Jon S. Halbert, Laura I. Johansen, Dr. Lloyd B. Minor, Danny Phillips and Dr. Jeffrey Vacirca) | | FOR each Director Nominee | 5 | | 2.Ratify the appointment of Deloitte & Touche LLP (Deloitte) as our independent registered public accounting firm for the year ending December 31, 2026 | | FOR | 36 |

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    The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/CAI2026, where you will be able to listen to the meeting live and vote your shares online during the meeting. Proposal Snapshot Proposal 1: Election of Directors The Board recommends a vote FOR each director nominee.

  5. the Securities Exchange Act of 1934

    | Name and Principal Occupation | | | | Committee Memberships | | | | Independent | Age(1) | Director Since | Audit | Compensation | | David Dean Halbert Founder, Chairman and CEO of Caris Life Sciences | No | 70 | 2008 | | | | Peter M. Castleman Lead Independent Director, Caris Life Sciences Former Chairman and Managing Partner, J.H. Whitney & Co. | Yes | 69 | 2008 | Member | Chair | | Brian J. Brille Vice Chairman and Executive Vice President of Caris Life Sciences | No | 65 | 2018 | | | | David Fredrickson EVP, Oncology Business Unit of AstraZeneca PLC | Yes | 51 | 2024 | | | | Joseph E. Gilliam President and Chief Operating Officer of Glaukos Corporation | Yes | 50 | 2021 | Member | Member | | Jon S. Halbert Co-Founder and Former Vice Chairman, AdvancePCS | No | 66 | 2014 | | | | Laura I. Johansen Former President of Caris Life Sciences; Former SVP and General Counsel of AdvancePCS | Yes | 60 | 2008 | | Member | | Lloyd B. Minor, M.D. Carl and Elizabeth Naumann Dean of the Stanford University School of Medicine | Yes | 68 | 2021 | | | | Danny Phillips Former Chief Financial Officer and Senior EVP of AdvancePCS | Yes | 66 | 2015 | Chair | | | Jeffrey Vacirca, M.D., F.A.C.P. Chief Executive Officer and Chairman of the Board of New York Cancer & Blood Specialists; Co-Founder of OneOncology | Yes | 57 | 2024 | | | | (1) As of the date of this Proxy Statement | | | | | |

  6. the Securities Exchange Act of 1934

    Proposal 2: Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ending December 31, 2026 The Board recommends a vote FOR this proposal. The Audit Committee and the Board believe that the retention of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 is in the best interests of the Company and its shareholders. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm for 2026. Proposal No. 1 Election of Directors Our Bylaws provide that the total number of directors shall be determined from time to time by resolution of the Board. Our Board currently consists of twelve members until the 2026 Annual Meeting of Shareholders. Our Board is not classified, thus each director serves a one-year term, holding office until the next Annual Meeting and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal. Our Board has nominated the ten individuals identified in the table below for election as directors at the Annual Meeting. Biographical information for each director nominee is contained in the following section. If elected at the Annual Meeting, each nominee will serve until the 2027 Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal. The election of directors requires a plurality of the votes cast by shareholders present in person or represented by proxy at the meeting and entitled to vote thereon. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of the remaining nominees and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of each of the ten director nominees named below. Drs. George H. Poste and Jonathan Knowles are not standing for re-election at the Annual Meeting pursuant to the retirement age provisions of the Company's Board Service Policies. The Board thanks each of Dr. Poste and Dr. Knowles for their dedicated service and significant contributions to the Company, and wishes them well. In connection with their departures, the Board has fixed the number of directors at ten following and contingent upon the election of directors by the shareholders at the 2026 Annual Meeting. The table below sets forth the names and ages of our director nominees as of April 23, 2026:

  7. the Securities Exchange Act of 1934

    | Name | Age | | | David Dean Halbert, D. Sc. (h.c.) | 70 | Nominated for Election to a Term Expiring at the 2027 Annual Meeting | | Peter M. Castleman | 69 | | | Brian J. Brille | 65 | | | David Fredrickson | 51 | | | Joseph E. Gilliam | 50 | | | Jon S. Halbert | 66 | | | Laura I. Johansen | 60 | | | Lloyd B. Minor, M.D. | 68 | | | Danny Phillips | 66 | | | Jeffrey Vacirca, M.D., F.A.C.P. | 57 | |

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    Director Biographies The following is a brief biographical summary of the experience of our director nominees, all of whom are current members of the Board.

  9. the Securities Exchange Act of 1934

    | David Dean Halbert, D.Sc. (h.c.) | | | Founder, Chairman and Chief Executive Officer Director Since: 2008 | David Dean Halbert, D.Sc. (h.c.) founded our Company in 2008 and has served as our Chief Executive Officer and the Chairman of our board of directors since our inception. Mr. Halbert and his family also created and solely support the Caris Foundation, a non-profit, private foundation formed in 2002 that aids impoverished people by helping to provide for their basic needs. From 2005 to 2011, Mr. Halbert served as Chairman and Chief Executive Officer of Caris Diagnostics, a Texas-based pathology company specializing in gastrointestinal pathology, and our former parent company, which was sold to Miraca Life Sciences in 2011. Prior to Caris Diagnostics, Mr. Halbert served as Chairman and Chief Executive Officer of AdvancePCS Inc. (“AdvancePCS”), a prescription benefit plan administrator that he founded in 1987, until its merger with CVS Caremark Corporation in 2004. Mr. Halbert holds a Bachelor of Business Administration from Abilene Christian University and an honorary Doctor of Science from Abilene Christian University for his contributions to precision medicine and his global philanthropic work. We believe Mr. Halbert’s extensive knowledge of the healthcare industry, business experience, and history of leadership as Caris’ Chairman, Founder, and Chief Executive Officer make him well-qualified to serve as a member of our Board of Directors. |

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    | Peter M. Castleman | | | Lead Independent Director Director Since: 2008 Current Board Committees: Audit, Compensation (Chair) | Peter M. Castleman has served as a member of our board of directors since 2008 and as our Lead Independent Director since 2025. Mr. Castleman is a private company investor and entrepreneur. Mr. Castleman is actively involved with about a dozen private companies where he is a significant owner through his family office, which he established in December 2006. Prior to establishing his family office, Mr. Castleman was the Chairman and Managing Partner of J. H. Whitney & Co., LLC, a private equity firm, from December 1992 to December 2006, where he oversaw all the firm’s activities, including the private equity investing business. Prior to joining J. H. Whitney & Co., LLC in May 1987, Mr. Castleman was with Morgan Stanley & Co. LLC (Morgan Stanley) in their leveraged buyout investment group. Mr. Castleman started his career at J.P. Morgan Securities LLC (J.P. Morgan), where he was an international banking officer. Mr. Castleman holds a Master of Business Administration from Harvard Business School where he was a Baker Scholar and a Bachelor of Arts from Duke University where he graduated Summa Cum Laude and Phi Beta Kappa. We believe Mr. Castleman’s extensive experience in the investment industry and years of experience in his leadership roles as a director and executive officer make him well-qualified to serve as a member of our Board of Directors. |

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    | Brian J. Brille | | | Vice Chairman and Executive Vice President Director Since: 2018 | Brian J. Brille has served as our Vice Chairman and Executive Vice President and as a member of our board of directors since January 2018. Mr. Brille currently serves as a member of the board of trustees at the Cancer Research Institute, a non-profit organization funding cancer research. Since 2022, Mr. Brille has also served as member of the board of directors at the International Biomedical Research Alliance, a nonprofit organization with a mission to support the NIH Oxford-Cambridge Scholars Program. Prior to joining Caris, Mr. Brille served in various finance-related roles for Bank of America Merrill Lynch (now BofA Securities, Inc.), a multinational investment bank and financial services company, from 1999 to 2013, including most recently as Chairman & President of Asia Pacific from 2009 to 2013, as Head of Corporate and Investment Banking from 2005 to 2008, and as Head of Healthcare Investment Banking from 1999 to 2004. Mr. Brille began his career in 1987 at Morgan Stanley, and founded Morgan Stanley’s Healthcare Services Investment Banking Group. Mr. Brille holds a Juris Doctor from Stanford Law School, a Master in Public Policy from the Harvard Kennedy School, and a Bachelor of Science in Accounting from the University of Illinois. We believe Mr. Brille’s extensive experience in the investment industry and knowledge of healthcare and technology companies make him well-qualified to serve as a member of our Board of Directors. |

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    | David Fredrickson | | | Director Since: 2024 | David Fredrickson has served as a member of our board of directors since August 2024. Mr. Fredrickson currently serves as Executive Vice-President, Oncology Business Unit of AstraZeneca PLC, a publicly traded global biopharmaceutical company, a position that he has held since October 2017. Previously, Mr. Fredrickson served as President of AstraZeneca K.K. in Japan, and Vice-President, Specialty Care of AstraZeneca in the United States. While in Japan, Mr. Fredrickson also served as Vice Chairman of the European Federation of Pharmaceutical Industries and Associations Japan and was a Director of the Japan Pharmaceutical Manufacturers Association. Before joining AstraZeneca, Mr. Fredrickson worked at Genentech, Inc., a biotechnology corporation that later became a subsidiary of Roche, where he served in several functions and leadership positions, including as Oncology Business Unit Manager in Spain, and in strategy, marketing, and sales roles in the United States. Prior to this, Mr. Fredrickson worked at the Monitor Group, LLC (now Monitor Deloitte Group, LLC), a global strategy consultancy firm. Mr. Fredrickson holds a Bachelor of Arts in Government from Georgetown University. We believe Mr. Fredrickson’s extensive experience in the pharmaceutical and oncology industries and years of experience in his leadership roles as a director and executive officer make him well-qualified to serve as a member of our Board of Directors. |

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    | Joseph E. Gilliam | | | Director Since: 2021 Current Board Committees: Audit, Compensation | Joseph E. Gilliam has served as a member of our board of directors since April 2021. Mr. Gilliam is currently the President and Chief Operating Officer at Glaukos Corporation, an ophthalmic pharmaceutical and medical device company, a position he has held since April 2022. From May 2017 to April 2022, Mr. Gilliam was Chief Financial Officer and Senior Vice President, Corporate Development at Glaukos Corporation. Prior to Glaukos Corporation, Mr. Gilliam served as a Managing Director in the Healthcare Investment Banking group at JPMorgan Chase & Co., from 2013 to May 2017, where he led the initial public offering for Glaukos Corporation. From 2000 to 2013, Mr. Gilliam held positions of increasing responsibility at JP Morgan Chase and its predecessor organizations The Beacon Group and Chase Manhattan, with experience spanning mergers and acquisitions, primary and secondary public equity offerings, bank lending, bond offerings and other transactions. Mr. Gilliam started his career at PricewaterhouseCoopers LLP as an Auditor. Mr. Gilliam holds a Bachelor of Science in accounting from the Kelly School of Business at Indiana University. We believe Mr. Gilliam’s extensive experience in the investment and healthcare industries and knowledge of healthcare companies make him well-qualified to serve as a member of our Board of Directors. |

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    | Jon S. Halbert | | | Director Since: 2014 | Jon S. Halbert has served as a member of our board of directors since May 2014. Mr. Halbert currently serves as a member of the board of directors at Allegiance Group, a leading provider of fundraising services to nonprofit organizations in the United States, a position he has held since January 2023. Since August 2007, Mr. Halbert has also served as a member of the board of directors of the Pursuant Group, a nonprofit-focused marketing and fundraising organization that merged with the Allegiance Group in April 2023. Mr. Halbert also currently serves on the board of directors of Forest Forward, Dallas-based nonprofit organizations that focus on poverty and the revitalization of South Dallas. Mr. Halbert served as the Chairman of Phytel, Inc., a technology driven provider-led population health improvement company, until its merger with the International Business Machines Corporation in 2015. Prior to Phytel, Inc., Mr. Halbert co-founded and served as Vice Chairman of AdvancePCS from 1987 until its merger with CVS Caremark Corporation in 2004. Mr. Halbert holds a Bachelor of Accounting from Abilene Christian University. We believe Mr. Halbert’s extensive experience in the healthcare and technology industries and years of experience in his leadership roles as a director and executive officer make him well-qualified to serve as a member of our Board of Directors. |

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    | Laura I. Johansen | | | Director Since: 2008 Current Board Committees: Compensation | Laura I. Johansen has served as a member of our board of directors since our founding in 2008. Ms. Johansen served as our Vice Chairman until February 2012. In 2015, Ms. Johansen founded and currently serves as the President of Pence Management, a family office focused on real estate and equity investments. Ms. Johansen previously served as the President of Halbert & Associates, LLC (“Halbert & Associates”), the family office of Mr. Halbert, from 2004 to 2010. Ms. Johansen served as AdvancePCS's General Counsel beginning in 1996 and served as Senior Vice President and Corporate Secretary from 2001 until its merger with CVS Caremark Corporation in 2004. Before joining AdvancePCS, Ms. Johansen served as an Associate in the Corporate and Securities Group of Akin, Gump, Strauss, Hauer and Feld LLP, an international law firm. Ms. Johansen holds a Bachelor of Business Administration in Marketing and a Juris Doctor from the University of Texas. We believe Ms. Johansen’s extensive experience in the healthcare industry and years of leadership experience make her well-qualified to serve as a member of our Board of Directors. |

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    | Lloyd B. Minor, M.D. | | | Director Since: 2021 | Lloyd B. Minor, M.D. has served as a member of our board of directors since August 2021. Dr. Minor is currently the Carl and Elizabeth Naumann Dean of the Stanford University School of Medicine, a position he has held since 2012. In addition to being the Dean of the Stanford School of Medicine, he became the Vice President for Medical Affairs at Stanford University in August 2023 and serves on the board of directors of the Stanford Health Care hospital system. Dr. Minor has also been a professor of Otolaryngology—Head and Neck Surgery and a professor of Neurobiology and Bioengineering, by courtesy, since 2012. Prior to 2012, Dr. Minor served as the Provost and Senior Vice President for Academic Affairs at Johns Hopkins University from 2009 to 2012. Dr. Minor began his career at Johns Hopkins School of Medicine in the Department of Otolaryngology—Head and Neck Surgery as a Professor from 1993 to 2003, before serving as department’s Andelot Professor and Director (Chair) from 2003 to 2009. Dr. Minor has served as a member of the board of directors of Biogen, a global pharmaceutical company, since 2024. Dr. Minor also serves on the board of a private medical insurer and as an advisor to several private healthcare companies and healthcare-focused investors. Dr. Minor holds a Bachelor of Science in Biology and a Doctor of Medicine from Brown University. In 2012, Dr. Minor was elected to the National Academy of Medicine, formerly the Institute of Medicine. We believe Dr. Minor’s experience as a professor and knowledge of the medical and healthcare industries make him well-qualified to serve as a member of our Board of Directors. |

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    | Danny Phillips | | | Director Since: 2015 Current Board Committees: Audit (Chair) | Danny Phillips has served as a member of our board of directors since August 2015. Mr. Phillips is currently the owner of the Diamond P Longhorn Ranch in Lindale, Texas, and manages his own financial investments. Mr. Phillips currently serves as a member of the board of directors of Fortress Youth Development Center, a non-profit organization that aids the homeless community and low-income families in Fort Worth, Texas, and served as its Chairperson from 2007 to 2015. In addition, Mr. Phillips currently serves as a member of the board of directors of Mission Increase Fort Worth, a non-profit organization that offers teaching, coaching, consulting, and fundraising tools to help other non-profits grow and be successful. He also previously served as a member of the board of directors of Texas Mutual Insurance Company, a workers’ compensation provider in Texas, a position he held for thirteen years. Mr. Phillips has also previously served as a member of the board of directors of various academic organizations, such as on the board of regents at Pepperdine University and the investment board of Abilene Christian University. Mr. Phillips served in various finance-related roles at AdvancePCS for over 11 years, including as its Chief Financial Officer and Senior Executive Vice President until its merger with CVS Caremark Corporation in 2004. Prior to AdvancePCS, Mr. Phillips served various senior financial roles at Harken Energy Corporation (now HKN Inc.), a company engaged in hydrocarbon exploration in Texas, and Aloha Petroleum, Ltd., a gasoline marketer and convenience store operator in Hawaii. Mr. Phillips holds a Bachelor of Arts in Accounting from Abilene Christian University. We believe Mr. Phillips’ extensive experience in the healthcare and financial industries and years of experience as a director and executive officer make him well-qualified to serve as a member of our Board of Directors. |

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    | Jeffrey Vacirca, M.D., F.A.C.P. | | | Director Since: 2024 | Jeffrey Vacirca, M.D., F.A.C.P. has served as a member of our board of directors since November 2024. Since 2008, Dr. Vacirca has served as Chief Executive Officer and Chairman of the Board of New York Cancer & Blood Specialists, a cancer care center specializing in hematology/oncology and medical oncology. Since 2011, he has served as President and Co-Founder of National Translational Research Group, a group focusing on non-clinical research, and, from 2012 to 2023, he served as a Medical Director and Strategic Advisor for the International Oncology Network specialty group at Amerisource Bergen, a pharmaceutical products company. Since 2018, Dr. Vacirca has served as the Medical Director of the Oncology Network Development at Mount Sinai Health Network and as an associate clinical professor at Icahn School of Medicine at Mount Sinai, New York. He served as Medical Director for the Long Island Association for AIDS Care from 2008 to 2024. Dr. Vacirca also serves on the boards of directors of privately held companies Annexus Health, OneOncology (where he was a co-founder) and PatientPoint. Dr. Vacirca served as a director of Assertio Holdings, a publicly-traded pharmaceutical company, from July 2023 to November 2024, Spectrum Pharmaceuticals, a publicly-traded pharmaceutical company, from November 2018 to its July 2023 acquisition by Assertio, and BeyondSpring Inc., a publicly traded biopharmaceutical company, from December 2020 to April 2022. Dr. Vacirca is the past president of the Community Oncology Alliance and continues to be a member of its executive committee. Dr. Vacirca also served on our Scientific Advisory Board from 2014 to 2020 and was a consultant for us from February 2022 through his election as a director. He has also been part of early funding for various companies including Cedar, Thyme Care, and Sherpa Health. Dr. Vacirca co-founded Odonate Therapeutics, a publicly held pharmaceutical company, in 2016 and served as a director until September 2019. Dr. Vacirca is the founder and Chairman of the Board of Directors of the New York Cancer Foundation, which provides financial assistance to patients undergoing treatment for cancer. Dr. Vacirca holds a Bachelor of Arts in Human Biology from the University at Albany and a Doctor of Medicine from St. George’s University. We believe that Dr. Vacirca’s extensive clinical expertise in oncology, experience in the healthcare and pharmaceutical industries, and leadership roles in cancer-focused organizations make him well-qualified to serve as a member of our Board of Directors. |

  19. the Securities Exchange Act of 1934

    | Vote Required: The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that the ten individuals nominated for election to our Board of Directors receiving the highest number of “FOR” votes will be elected. Withhold votes and broker non-votes will have no effect on the outcome of this proposal. | | Board Recommendation: | | The Board recommends a vote "FOR" each Director Nominee. |

  20. the Securities Exchange Act of 1934

    Director Independence Prior to the completion of our initial public offering, and again in February 2026, our Board of Directors reviewed the independence of each director who is not an employee of Caris. Based on information provided by each such director concerning his or her background, employment, and affiliations, our Board of Directors has affirmatively determined that each of the following directors does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of Nasdaq: Peter M. Castleman (our lead independent director), David Fredrickson, Joseph E. Gilliam, Laura I. Johansen, Dr. Jonathan Knowles, Dr. Lloyd B. Minor, Danny Phillips and Dr. Jeffrey Vacirca. Messrs. Vijay Mohan and Nathan Burns, who were investor designees serving on our Board of Directors until their resignations effective on June 17, 2025, were also determined to be independent during the portion of their service in 2025. Our Board of Directors additionally determined that each member of our Audit Committee and our Compensation Committee meets the enhanced independence standards required for such committee members under the applicable rules and regulations of the SEC and Nasdaq listing rules. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them, if any, described in the section titled “Certain Relationships and Related Party and Other Transactions.” Board Leadership Structure The Company’s governance documents and framework provide the Board of Directors with flexibility to select the appropriate leadership structure for Caris at any particular point in time. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders. David Dean Halbert serves as both our Chief Executive Officer and as Chairman of our Board of Directors. Our Board believes that Mr. Halbert's long-term strategic vision for our business since founding Caris in 2008, his in-depth and extensive knowledge of our solutions as well as the healthcare and precision medicine industries, his significant share ownership of Caris, which serves to align his interests with those of our other shareholders, and his experience building and scaling successful businesses all make him well-positioned to lead our company and to guide our Board in its oversight of our business. Our Board of directors has appointed Peter M. Castleman to serve as our lead independent director. Under our Board Service Policies adopted in November 2025 (and described below), Mr. Castleman's responsibilities as lead independent director include: •presiding over all meetings of the Board of Directors at which the Chairman is not present, including executive sessions of the independent directors, and providing feedback to the Chief Executive Officer and management following such sessions; •serving as the Board's leadership voice during governance challenges or when potential conflicts exist with the Chief Executive Officer; •acting as the primary liaison between the independent directors and management, ensuring effective two-way communication; •soliciting agenda items and feedback from independent directors before and between Board meetings; •approving meeting schedules, agendas, and information provided to the Board of Directors; •advising the Chairman with respect to Board committee membership; •calling meetings or separate sessions of the independent directors; and •when appropriate, serving as the primary contact for significant shareholders on governance matters. Our Board believes that this leadership structure, with Mr. Halbert serving as Chairman and Chief Executive Officer with the support of a lead independent director with clearly defined responsibilities, provides effective and independent oversight of management. Board Service Policies Our Board of directors has adopted Board Service Policies to promote effective governance and the long-term success of the Company. In addition to the duties of our lead independent director described above, our Board Service Policies address the following governance topics. Service on Other For-Profit Boards. In order to ensure that service on other boards does not interfere with a director's duties to Caris, the Board Service Policies provide that no director may serve on more than four public company boards, including the Company's Board of Directors, and any director who is an executive officer of a public company may serve on the Company's Board, the board of his or her employer, and up to one additional public company board. Directors are required to notify our Corporate Secretary before accepting an offer to join the board of any public or private for-profit company. Our Board is authorized to approve service on additional boards following consideration of such factors as it deems appropriate. Board Retirement Age. The Board Service Policies also provide that a director not then serving as Board Chairman should retire from service no later than, and shall not be nominated for or stand for reelection at or after, any meeting of shareholders at which directors would be elected on or following such director's 75th birthday, subject to waiver by a majority of directors other than the affected director. Change in Circumstances. In addition, if a director experiences a significant change in circumstances, including a change in principal business association, a conflict of interest, involvement in a public controversy that could reflect adversely on the Company, or a loss of independence under applicable securities laws or Nasdaq listing standards, the director is expected to promptly notify our Corporate Secretary and submit a written offer to resign from the Board of Directors. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics for directors, officers and employees. This code is available on the Corporate Governance section of the Company's investor relations website at investor.carislifesciences.com. We intend to satisfy any disclosure requirements required by law or Nasdaq listing standards regarding amendments to, and waivers of, this code by posting such information on the same website. Role of the Board in Risk Oversight Our Board of Directors is responsible for overseeing our risk management process with a focus on our general risk management strategy and the most significant risks facing the Company. The Board of Directors oversees the implementation of risk mitigation strategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters, our corporate governance framework and significant transactions. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

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    Role of the Audit Committee. Our Board of Directors administers its risk oversight function primarily through our Audit Committee, which per its charter is responsible for overseeing enterprise risk management, including the management of financial risks, regulatory and compliance risks and information security (e.g. cybersecurity and data privacy) risks, reviewing and discussing our guidelines and policies with respect to risk assessment and risk management, and discussing with management the steps management has taken to monitor and control these exposures. Our Audit Committee oversees our compliance and internal audit functions, and our Chief Compliance Officer and Vice President, Internal Audit regularly report to the Audit Committee. Role of Management. Our management team is responsible for the day-to-day identification and management of risks facing the Company. As part of our continued development as a public company, we have established management-level processes to identify, assess, and report on enterprise-level risks to senior executive management, which in turn reports on such matters to the Board and Audit Committee as appropriate. Cybersecurity and Other Risks. As a result of the nature of our precision medicine business, cybersecurity and data privacy are important to protecting our proprietary information and maintaining the trust of patients, medical practitioners, business partners, suppliers and employees. The Audit Committee receives reports on cybersecurity matters from our Chief Information Security Officer at least twice per year and oversees our cybersecurity risk management program. For additional information regarding our cybersecurity risk management, see 'Item 1C. Cybersecurity' in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Role of the Compensation Committee. In addition, our Compensation Committee oversees risks related to our executive compensation, equity incentive plans, and other compensatory arrangements. Communications with Directors Shareholders who wish to communicate with our Board of Directors, any individual director, or the independent directors as a group may do so by writing to Corporate Secretary, Caris Life Sciences, Inc., 750 W. John Carpenter Freeway, Suite 800, Irving, Texas 75039. All communications received will be reviewed by our Corporate Secretary and, where appropriate, forwarded to the applicable member or members of our Board of Directors. Communications addressed to the “Board of Directors” will be forwarded or delivered to our Chairman and communications addressed to a committee will be forwarded to the chair of that committee, in each case when determined appropriate. Communications that are unrelated to the duties and responsibilities of our Board of Directors, such as mass mailings, product or service advertisements, and other commercial solicitations, will not be forwarded. Board Qualifications When considering whether directors have the experience, qualifications, attributes, or skills, taken as a whole, to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. For a better understanding of the qualifications of each of our directors standing for re-election along with a description of the factors that led to the Board's determination that each should be nominated for reelection by our shareholders, please see their professional biographies set forth above under "Director Biographies." Our independent directors do not have specific minimum qualifications for nominees, though they may consider such factors as they deem appropriate, including judgment, integrity, diversity of experience and background, and other relevant professional qualities. While our Board of Directors does not have a formal diversity policy, the independent directors may consider the breadth of a candidate's experience and perspective as part of the overall evaluation of a nominee. Director Nominations Our independent directors collectively fulfill the director nomination function. Director nominees are selected, or recommended for selection by the full Board, by a majority of our independent directors in a vote in which only independent directors participate. Our Board of Directors has adopted a resolution addressing the nominations process as required by the listing standards of Nasdaq. We do not have a standing nominating committee, and for the reasons stated above, the Board views it appropriate not to have a nominating committee. See "Board Qualifications" above for a description of the factors the independent directors consider when evaluating director candidates. Our independent directors do not have a formal policy regarding the consideration of director candidates recommended by shareholders. Our independent directors will evaluate shareholder recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. Our Board of Directors believes that the advance notice provisions set forth in our Amended and Restated Bylaws provide an adequate mechanism for shareholders who wish to propose director nominees for consideration at an annual or special meeting. Shareholders wishing to nominate a candidate for election should comply with the procedures set forth in the advance-notice provision of our Amended and Restated Bylaws, as described in "Questions and Answers." Attendance at Annual Meeting We do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of shareholders. We encourage, but do not require, our directors to attend. The 2026 Annual Meeting will be our first annual meeting of shareholders following our initial public offering. Board Meetings and Committees During 2025, our Board of Directors met four times, our Audit Committee met five times and our Compensation Committee met five times. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served. The Audit Committee and Compensation Committee established by our Board of Directors are each described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board of Directors. Each committee operates under a written charter approved by our Board of Directors that satisfies the applicable rules of the SEC and the listing standards of Nasdaq. Each committee charter is posted on our website at https://investor.carislifesciences.com/corporate-governance/documents-charters. From time to time, our Board may also establish other, special committees when necessary to address specific issues.

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    | Audit Committee |

  23. the Securities Exchange Act of 1934

    Our Audit Committee consists of Danny Phillips (Chair), Peter M. Castleman, and Joseph E. Gilliam, each of whom meet the requirements for independence under the listing standards of Nasdaq and SEC rules and regulations. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of Nasdaq. In addition, our Board of Directors has determined that each member of our Audit Committee is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Our Audit Committee is responsible for, among other things: •the appointment, compensation, retention, and oversight of our independent registered public accounting firm; •reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures; •reviewing and discussing with management and the independent registered public accounting firm the adequacy of our internal control over financial reporting; •establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; •discussing our policies on risk assessment and risk management; •reviewing and, if appropriate, approving related party transactions; and •pre-approving all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

  24. the Securities Exchange Act of 1934

    | Compensation Committee |

  25. the Securities Exchange Act of 1934

    Our Compensation Committee consists of Peter M. Castleman (Chair), Joseph E. Gilliam, and Laura I. Johansen. Our Compensation Committee is responsible for, among other things: •reviewing, approving and determining, or making recommendations to our Board of Directors regarding, the compensation of our executive officers; •recommending compensation for non-employee directors; •administering our equity compensation plans; •reviewing and approving, or making recommendations to our Board of Directors regarding, incentive compensation and equity compensation plans; and •establishing and reviewing general policies relating to compensation and benefits of our employees. Compensation-Setting Process. The Compensation Committee has primary responsibility for overseeing our overall compensation structure, policies, and programs, and reviewing our processes and procedures for the consideration and determination of director and executive officer compensation. In exercising this responsibility, the Committee’s objective is to attract, retain and motivate talented and qualified executives to support the success of our strategic objectives. The Compensation Committee is authorized by its charter to retain compensation consultants and other advisors. During the first portion of fiscal year 2025, the Compensation Committee utilized Pearl Meyer & Partners as its independent compensation consultant to advise on executive and non-employee director compensation matters including benchmarking, analysis and plan advice. Beginning in November 2025, the Compensation Committee engaged Compensia, Inc., as its independent compensation consultant, to provide market information, analysis, and other advice relating to executive compensation and non-employee director compensation. Compensia was engaged to develop an appropriate group of peer companies to help us determine the appropriate level and structure of compensation for executives, and to advise on potential plan structures as we continue to grow as a public company. The Compensation Committee assessed the independence of each of Pearl Meyer and Compensia at the time of engagement, taking into account the factors set forth in applicable SEC rules and Nasdaq listing standards, and determined that the work of neither consultant raised any conflict of interest. Additionally, our Chief Executive Officer makes recommendations to the Compensation Committee regarding compensation of executive officers other than himself, which recommendations are considered by the Compensation Committee. The Compensation Committee may delegate its authority under its charter to a subcommittee or (subject to applicable law and terms of any applicable plans) to one or more officers or directors of the Company as it deems appropriate from time to time. Compensation Committee Interlocks and Insider Participation Peter M. Castleman (Chair), Joseph E. Gilliam, and Laura I. Johansen served on our Compensation Committee in 2025. None of our executive officers currently serves, or has served in the year ended December 31, 2025, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board of Directors or Compensation Committee. Family Relationships David Dean Halbert, our Founder, Chairman, and Chief Executive Officer, is the brother of Jon S. Halbert, a member of our board of directors. Aside from the foregoing relationship, there are no family relationships among any of our executive officers or directors. Director Compensation Non-Employee Director Compensation Program Effective January 1, 2025, our Compensation Committee adopted a Non-Employee Director Compensation Program, pursuant to which each non-employee director receives: •an annual cash retainer of $50,000; and •an annual equity retainer consisting of time-vested RSUs with a grant date fair value equal to $300,000 and with a one-year vesting period. Additionally: •our lead independent director receives an annual cash retainer of $30,000; •the committee chairs of the Audit Committee and Compensation Committee receive annual cash retainers of $25,000 and $18,000, respectively; and •members of the Audit Committee and Compensation Committee receive annual cash retainers of $12,500 and $9,000, respectively. A non-employee director may elect to receive any cash retainer or specified portion thereof in shares of our common stock. Upon initial election to our Board of Directors, a new non-employee director will receive an initial grant of RSUs with an aggregate grant date fair value of $500,000, vesting ratably in three equal installments on the first three anniversaries of the grant date. In 2025, we also reimbursed all of our directors for their out-of-pocket expenses in connection with attending Board of Directors and committee meetings, and our directors are eligible to obtain our solutions on the same terms and conditions available to our employees. 2025 Director Compensation Table The following table summarizes the compensation paid to our non-employee directors who served on our Board of Directors during 2025. David Dean Halbert and Brian J. Brille, who are executive officers of the Company, did not receive any additional compensation for their service on our Board of Directors, and accordingly are excluded from the table below. See the section titled “Executive Compensation — Summary Compensation Table” for the compensation received by Mr. Halbert, a named executive officer for 2025. Mr. Brille was not a named executive officer for 2025. In addition, we did not pay any compensation in 2025 to Messrs. Burns and Mohan, former directors who were investor designees, for their service on our Board of Directors between January 1, 2025 and their resignations effective June 17, 2025. Director Compensation

  26. the Securities Exchange Act of 1934

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(4) | All Other Compensation ($)(5) | Total ($) | | Peter M. Castleman | 110,500 | 299,999 | 37,062 | 199,779 | 647,340 | | Nathan Burns(6) | — | — | — | — | — | | David Fredrickson | 50,000 | 299,999 | 37,062 | — | 387,061 | | Joseph E. Gilliam | 71,500 | 299,999 | 37,062 | — | 408,561 | | Jon S. Halbert | 50,000 | 299,999 | — | — | 349,999 | | Laura I. Johansen | 59,000 | 299,999 | — | — | 358,999 | | Jonathan Knowles | 50,000 | 299,999 | — | — | 349,999 | | Lloyd B. Minor, M.D. | 50,000 | 299,999 | — | — | 349,999 | | Vijay Mohan(6) | — | — | — | — | — | | Danny Phillips | 75,000 | 299,999 | 37,062 | — | 412,061 | | George H. Poste | 50,000 | 299,999 | — | — | 349,999 | | Jeffrey Vacirca, M.D. | 50,000 | 299,999 | — | — | 349,999 |

  27. the Securities Exchange Act of 1934

    (1)Amounts reflect the cash retainers earned by the directors for their service during the year ended December 31, 2025 pursuant to our Non-Employee Director Compensation Program. Directors may elect to receive all or a portion of the cash retainer in the form of Caris common stock. Messrs. Castleman, Fredrickson, J. Halbert and Phillips and Drs. Minor and Vacirca elected to receive their cash retainers in stock for 2025. Per the terms of the Non-Employee Director Compensation Program, the price used to determine the number of shares distributed was the ten trading day average of the daily volume weighted average price per share through and including the February 25, 2026 grant date. (2)As of December 31, 2025, (i) certain of our non-employee directors held outstanding options to purchase a number of shares of our common stock, as follows: Mr. Castleman—2,500 shares; Mr. Fredrickson—77,500 shares; Mr. Gilliam—77,500 shares; Dr. Knowles—2,500 shares; Mr. Phillips—2,500 shares; Dr. Poste—50,000 shares; Dr. Vacirca—100,000 shares; and (ii) each of our current non-employee directors held 16,129 unvested RSUs. (3)The amounts in this column reflect the aggregate grant date fair value of restricted stock units granted under the Caris Life Sciences, Inc. 2020 Incentive Plan, as amended and restated (the "2020 Plan") in 2025, as calculated in accordance with FASB ASC Topic 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Note 7 to our consolidated financial statements in our 2025 Form 10-K. (4)The amounts in this column reflect the aggregate grant date fair value of stock options granted under the 2020 Plan in 2025, as calculated in accordance with FASB ASC Topic 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in Note 7 to our consolidated financial statements in our 2025 Form 10-K. Options were granted to the indicated directors in connection with their service on a Board committee formed in connection with our pre-IPO and IPO financing activities during 2025. (5)The amount reported represents filing fees and legal expenses paid by us on behalf of Mr. Castleman with respect to a required filing under the Hart-Scott-Rodino Act related to Mr. Castleman's ownership of our common stock. These payments were approved by our Audit Committee. (6)Messrs. Burns and Mohan resigned from our Board of Directors as of immediately prior to the June 17, 2025 effectiveness of the registration statement for our initial public offering. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2026 by: •each of our named executive officers; •each of our directors and director nominees; •all directors, director nominees and executive officers as a group; and •each other shareholder known by us to be the beneficial owner of 5% or more of the outstanding shares of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2026, and RSUs that are expected to vest and settle within 60 days of March 31, 2026, are deemed to be outstanding for purposes of computing the number of shares held by, and the ownership percentage of, the person holding such stock options or RSUs, but not for purposes of computing any other person’s ownership information. Beneficial ownership percentages are based on 282,650,723 shares of our common stock outstanding as of March 31, 2026. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, we believe, based on information furnished to us, that each shareholder named in the table has sole voting and investment power with respect to the shares set forth opposite such shareholder’s name. Except as otherwise indicated, the address of each of the persons in this table is c/o Caris Life Sciences, Inc., 750 W. John Carpenter Freeway, Suite 800, Irving, Texas 75039.

  28. the Securities Exchange Act of 1934

    (*)Represents beneficial ownership of less than 1% of class. (1)Consists of (i) 1,881,294 shares of common stock held by David Dean Halbert, (ii) 2,000,000 shares of common stock underlying options to purchase common stock held by Mr. Halbert that are currently exercisable or would be exercisable within 60 days of March 31, 2026, (iii) 103,460 RSUs held by Mr. Halbert that will vest and are expected to settle within 60 days of March 31, 2026, (iv) 76,261,532 shares of common stock held by Caris Halbert, L.P., (v) 25,000,000 shares of common stock held by Halbert Family Capital, LLC, which are pledged as collateral to secure personal indebtedness of Mr. Halbert, (vi) 8,528,805 shares of common stock held by ADAPT I Ltd., (vii) 8,414,427 shares of common stock held by Carisome I, L.P., (viii) 645,149 shares of common stock held by Caris Investment II Ltd., and (ix) 2,175,089 shares of common stock held by Caris Investment III Ltd. (collectively with Caris Halbert, L.P., Halbert Family Capital, LLC, ADAPT I Ltd., Carisome I, L.P., Caris Investment II Ltd. and Caris Investment III Ltd., the “DDH Entities”). Caris Investment Management, LLC is the general partner of each of Caris Halbert, L.P., Caris Investment II Ltd., and Caris Investment III Ltd. Two family trusts are separately the general partner of ADAPT I Ltd. and the managing general partner of Carisome I, L.P., respectively. Caris Halbert, L.P. is the managing member of Halbert Family Capital, LLC. David Dean Halbert, our Founder, Chairman, and Chief Executive Officer, is the managing member of Caris Investment Management, LLC and the trustee of each of the two family trusts, and in such capacities, has voting and investment power with respect to the shares held by each of the DDH Entities. (2)Consists of (i) 28,700 shares of common stock held by Brian J. Brille, (ii) 3,350,000 shares of common stock underlying options to purchase common stock held by Mr. Brille that are currently exercisable or would be exercisable within 60 days of March 31, 2026, (iii) 33,107 RSUs held by Mr. Brille that will vest and are expected to settle within 60 days of March 31, 2026, and (iv) an aggregate of 500,000 shares of common stock held by a family trust of which Mr. Brille serves as trustee. (3)Consists of (i) 327,949 shares of common stock held by David Spetzler, of which 150,000 shares of common stock are pledged as collateral to secure certain personal indebtedness of Dr. Spetzler, (ii) 2,850,000 shares of common stock underlying options to purchase common stock held by Dr. Spetzler that are currently exercisable or would be exercisable within 60 days of March 31, 2026, and (iii) 33,107 RSUs held by Dr. Spetzler that will vest and are expected to settle within 60 days of March 31, 2026. (4)Consists of (i) 24,270 shares of common stock held by J. Russel Denton, (ii) 9,184 shares of common stock held by a family trust of which Mr. Denton serves as trustee, (ii) 204,000 shares of common stock underlying options to purchase common stock held by Mr. Denton that are currently exercisable or would be exercisable within 60 days of March 31, 2026, and (iii) 24,831 RSUs held by Mr. Denton that will vest and are expected to settle within 60 days of March 31, 2026. (5)Consists of (i) 108,009 shares of common stock held by a family trust of which Mr. Castleman serves as a trustee, and (ii) 10,323,378 shares of common stock held by CLS-PF-SPE, LLC (“CLS-PF-SPE”). CLS-PF-SPE Manager, LLC is the manager of CLS-PF-SPE. 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. (6)Consists of (i) 2,492 shares of common stock held by David Fredrickson, and (ii) 17,500 shares of common stock underlying options to purchase common stock held by Mr. Fredrickson that are currently exercisable or would be exercisable within 60 days of March 31, 2026. (7)Consists of 77,500 shares of common stock underlying options to purchase common stock held by Joseph E. Gilliam that are currently exercisable or would be exercisable within 60 days of March 31, 2026. (8)Consists of (i) 102,492 shares of common stock held by Jon S. Halbert, (ii) 630,155 shares of common stock held by the Jon and Linda Halbert Management Trust (the "JLH Trust"), of which 325,000 shares of common stock are pledged to as collateral to secure personal indebtedness of Mr. Halbert, and (iii) 627,577 shares of common stock held by LAH Investments, Ltd., for which the JLH Trust serves as the trustee. Mr. Halbert serves as trustee of the JLH Trust. (9)Consists of 314,576 shares of common stock held by Laura I. Johansen. (10)Consists of (i) 291,250 shares of common stock held by Jonathan Knowles, and (ii) 1,000 shares of common stock underlying options to purchase common stock held by Dr. Knowles that are currently exercisable or would be exercisable within 60 days of March 31, 2026. (11)Consists of 2,492 shares of common stock held by Lloyd B. Minor. (12)Consists of (i) 103,739 shares of common stock held by Danny Phillips, and (ii) 2,500 shares of common stock underlying options to purchase common stock held by Mr. Phillips that are currently exercisable or would be exercisable within 60 days of March 31, 2026. (13)Consists of (i) 50,000 shares of common stock underlying options to purchase common stock held by George H. Poste that are currently exercisable or would be exercisable within 60 days of March 31, 2026, and (ii) 511,702 shares of common stock held by a family trust, of which Dr. Poste serves as trustee. (14)Consists of (i) 2,492 shares of common stock held by Jeffrey Vacirca, and (ii) 35,000 shares of common stock underlying options to purchase common stock held by Dr. Vacirca that are currently exercisable or would be exercisable within 60 days of March 31, 2026. (15)Consists of (i) 136,817,003 shares of common stock held by our executive officers and directors, (ii) 8,857,773 shares of common stock underlying options to purchase common stock held by our executive officers and directors that are currently exercisable or would be exercisable within 60 days of March 31, 2026, and (iii) 219,336 RSUs held by our executive officers and directors that will vest and are expected to settle within 60 days of March 31, 2026. (16)Based solely on information reported in a Schedule 13G/A filed with the SEC on April 7, 2026, reporting beneficial ownership as of March 31, 2026. The Schedule 13G/A was filed jointly by FMR LLC and Abigail P. Johnson. FMR LLC reported sole voting power over 30,592,295 shares and sole dispositive power over 30,631,585 shares. Ms. Johnson reported sole dispositive power over 30,631,585 shares and no voting power with respect to such shares. Ms. Johnson is a Director, the Chairman, and the Chief Executive Officer of FMR LLC. Neither FMR LLC nor Ms. Johnson has sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company LLC ("FMR Co. LLC"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

  29. the Securities Exchange Act of 1934

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | David Dean Halbert Chief Executive Officer | 2025 | 764,918 | 3,259,311 | 15,400,569 | — | 925,773 | 20,350,571 | | | 2024 | 750,000 | 1,500,000 | — | — | — | 2,250,000 | | David Spetzler President | 2025 | 611,934 | 703,725 | 2,780,988 | 7,472,580 | 14,000 | 11,583,227 | | | 2024 | 600,000 | 600,000 | — | — | 13,800 | 1,213,800 | | J. Russel Denton(5) Senior Vice President, General Counsel and Secretary | 2025 | 458,951 | 263,897 | 2,085,741 | 2,532,025 | 14,000 | 5,354,614 |