Form 8-K

8-K — Caris Life Sciences, Inc.

Accession: 0002019410-26-000040

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0002019410

SIC: 8071 (SERVICES-MEDICAL LABORATORIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cai-20260507.htm (Primary)

EX-99.1 (cai_ex99-1.htm)

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8-K

8-K (Primary)

Filename: cai-20260507.htm · Sequence: 1

cai-20260507

0002019410FALSE00020194102026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 8-K

_______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

CARIS LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Texas 001-42706 85-2077369

(State or other jurisdiction of

incorporation) (Commission

File Number) (IRS Employer

Identification No.)

750 W. John Carpenter Freeway Suite 800

Irving, TX

75039

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 771-8946

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.001 par value CAI The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, Caris Life Sciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein solely for purposes of this Item 2.02 disclosure.

The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release issued May 7, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 7, 2026

CARIS LIFE SCIENCES, INC.

By: /s/ Luke Power

Name: Luke Power

Title: Senior Vice President, Chief Financial Officer and Chief Accounting Officer

EX-99.1

Filename: cai_ex99-1.htm · Sequence: 2

Document

Exhibit 99.1

Caris Life Sciences Reports First Quarter 2026 Financial Results

Revenue growth of 79% driven by strong performance in molecular profiling services

IRVING, Texas, May 07, 2026— Caris Life Sciences, Inc. (Nasdaq: CAI), a leading, patient centric, next-generation AI TechBio company and precision medicine pioneer, today reported financial results for the quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights

•Reported total revenue of $216.2 million, an increase of 79% over the corresponding prior year period.

•Completed approximately 52,800 clinical therapy selection cases, an increase of approximately 15% over the corresponding prior year period, consisting of approximately 43,600 MI Profile cases and approximately 9,200 Caris Assure cases.

•Reported gross margin of 65%, an approximate 1,800 bps improvement over the corresponding prior year period.

•Reported net loss of $0.5 million.

•Reported positive Adjusted EBITDA of $26.2 million.

•Reported positive net cash provided by operating activities of $32.9 million, and positive free cash flow of $22.5 million, inclusive of annual bonus payments of $30.5 million.

“We delivered another strong quarter with record performance for February and March following our January sales re-alignment. This performance underscores the continued demand for our platform and the strength of our comprehensive, patient-first approach,” said David Dean Halbert, Founder, Chairman and CEO of Caris Life Sciences. “We are also encouraged by the Achieve 1 data, including the blinded readout, which demonstrates the superior performance of our whole genome technology over inferior techniques such as methylation. We remain focused on strengthening Caris Detect through the incorporation of additional pillars in advance of our upcoming launch.”

Recent Operating Highlights

•Re-aligned sales force in January 2026, and exited at a quarterly run-rate of approximately 56,000 completed cases for February and March.

•Reported Achieve 1 study results reinforcing the superior sensitivity and specificity of Caris Detect.

•Launched and received MolDX approval for Caris ChromoSeq, Caris’ comprehensive whole genome tumor profiling assay for myeloid malignancies.

•Launched Caris MI Clarity next-generation prognostic tool that leverages multimodal AI technology and computational pathology to deliver rapid, clinically actionable results for HR+/HER2−, postmenopausal, node-negative early-stage breast cancer patients.

•Powered by comprehensive approach of whole exome and whole transcriptome, launched the following new Caris AI Insights:

◦Guiding first-line therapy selection and treatment de-escalation in pancreatic cancer

◦Identifying early platinum resistance in ovarian cancer

◦Identifying the benefit or harm from the addition of chemotherapy for NSCLC patients

•Surpassed 1,070,000 total profiles and 790,000 total matched profiles through March 31, 2026.

◦More than 677,000 whole exome and 728,000 whole transcriptome proﬁles through March 31, 2026.

•Refinanced $400 million credit facility at a lower borrowing cost and secured access to additional strategic capital from Blue Owl and Blackstone.

First Quarter 2026 Financial Results

Total revenue was $216.2 million for the three months ended March 31, 2026, compared to $120.9 million for the three months ended March 31, 2025, an increase of $95.3 million, or 79%.

The increase in total revenue was driven primarily by an 85% growth in molecular profiling services revenue, which was $210.8 million for the three months ended March 31, 2026, compared to $114.1 million for the three months ended March 31, 2025. The increase in molecular profiling services revenue was primarily driven by an increase in total clinical case volume and ASP improvements across therapy selection solutions.

Gross profit, calculated as total revenue less cost of services, for the three months ended March 31, 2026 and 2025, was $141.3 million and $57.1 million, respectively, representing a gross margin of 65% and 47%, respectively.

Operating expenses were $136.1 million for the three months ended March 31, 2026, compared to $115.0 million for the three months ended March 31, 2025, an increase of $21.1 million, or 18%. The increase was primarily driven by increased stock-based compensation expense and headcount-related costs.

Net loss was $0.5 million for the three months ended March 31, 2026, as compared to a net loss of $102.6 million for the three months ended March 31, 2025. Net loss per share attributable to common shareholders, basic and diluted, was $0.00 for the three months ended March 31, 2026, as compared to a net loss per share attributable to common shareholders, basic and diluted, of $3.57 for the three months ended March 31, 2025.

Net cash provided by operating activities was $32.9 million for the three months ended March 31, 2026, as compared to net cash used in operating activities of $31.3 million for the three months ended March 31, 2025, a 205% improvement. The improvement was driven by improved reimbursement from molecular profiling services.

2026 Financial Outlook and Guidance

Caris Life Sciences reaffirms its guidance for full year 2026 revenue to be in the range of $1.0 billion to $1.02 billion, representing growth of 23% to 26% compared to full year 2025 and reaffirms its guidance to clinical therapy selection volume growth of approximately 20% compared to full year 2025.

Conference Call Information

Event:

Caris First Quarter 2026 Financial Results Conference Call

Date: Thursday, May 7, 2026

Time: 3:30 p.m. CT (4:30 p.m. ET)

Webcast Link:

https://edge.media-server.com/mmc/p/6iwr2xf8/

Accompanying materials will be posted on our investor relations website at https://investor.carislifesciences.com prior to the conference call. A replay of the conference call will be available on our investor relations website shortly after the conclusion of the call.

About Caris Life Sciences

Caris Life Sciences® (Caris) is a leading, patient-centric, next-generation AI TechBio company and precision medicine pioneer actively developing and commercializing innovative solutions to transform healthcare. Through comprehensive molecular profiling (Whole Genome, Whole Exome and Whole Transcriptome Sequencing), advanced AI and machine learning, Caris has created the large-scale, multimodal clinico-genomic database and computing capability needed to analyze and further unravel the molecular complexity of disease. This convergence of next-generation sequencing, AI and machine learning technologies and high-performance computing provides a differentiated platform for developing the latest generation of advanced precision medicine diagnostic solutions for early detection, diagnosis, monitoring, therapy selection and drug development.

Caris was founded with a vision to realize the potential of precision medicine to improve the human condition. Headquartered in Irving, Texas, Caris has offices in Phoenix, New York, Cambridge (MA), Tokyo, Japan and Basel, Switzerland. Caris or its distributor partners provide services in the U.S. and other international markets.

We intend to use the investor page of our website, https://investor.carislifesciences.com, as a distribution channel of material information about the Company and for complying with our disclosure obligations under Regulation FD. The information we post on our investor webpage may be deemed material. Accordingly, investors should subscribe to our investor alerts, in addition to following our press releases, SEC filings, public conference calls and webcasts.

Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this press release are forward-looking statements, including statements regarding our business, solutions, plans, objectives, goals, industry trends, financial outlook and guidance. In some cases forward-looking statements can be identified by words such as “may,” “will,” “should,” “would,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “potential,” “contemplate,” “believe,” “estimate,” “predict,” or “continue” or similar expressions.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in these forward-looking statements are reasonable based on information currently available to us, we cannot guarantee that the future results, discoveries, levels of activity, performance or events and circumstances reflected in forward-looking statements will be achieved or occur. Forward-looking statements involve known and unknown risks and uncertainties, some of which are beyond our control. Risks and uncertainties that could cause our actual results to differ materially from those indicated or implied by the forward-looking statements in this press release include, among other things: technical, operational and implementation requirements the failure of which affect the timing of or prevent commercialization of Caris Detect; future performance and clinical utility of Caris Detect; developments in the precision medicine industry; our future financial performance, results of operations or other operational results or metrics; development, analytical and clinical validation, timing and performance of future solutions by us and our competitors; commercial market acceptance for our solutions, including acceptance of preventive as well as diagnostic testing paradigms, and our ability to meet resulting demand; the rapidly evolving competitive environment in which we operate; third-party payer reimbursement and coverage decisions related to our solutions; the impact on our future volumes of the continued execution of our strategy to re-align and expand our sales organization; risks related to data management, storage, and processing capabilities and our ability to integrate and deploy artificial intelligence and

advanced data analytics technologies; our ability to protect and enhance our intellectual property; regulatory requirements, decisions or approvals (including the timing and conditions thereof) related to our solutions; reliance on third-party suppliers; risks related to data security, patient privacy, and compliance with healthcare data protection regulations as well as potential cybersecurity threats to our data platforms; our compliance with laws and regulations; the outcome of government investigations and litigation; risks related to our indebtedness; and our ability to hire and retain key personnel as well as risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K filed on March 3, 2026, and in our other filings we make with the SEC from time to time. We undertake no obligation to update any forward-looking statements to reflect changes in events, circumstances or our beliefs after the date of this press release, except as required by law.

Non-GAAP Measures

We use Adjusted EBITDA and free cash flow, financial measures not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), to supplement our condensed consolidated financial statements, which are presented in accordance with GAAP. We believe the non-GAAP financial measures we use, are useful in evaluating our performance and liquidity. Our non-GAAP financial measures have limitations as analytical tools, however, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Other companies, including other companies in our industry, may not use these measures or may calculate these measures differently than as presented herein, limiting their usefulness as comparative measures.

We define Adjusted EBITDA as net loss, adjusted to exclude interest income, interest expense, changes in fair value of financial instruments, other expense, net, the provision for (benefit from) income taxes, depreciation and amortization, and stock-based compensation expense. We use Adjusted EBITDA in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Adjusted EBITDA provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and certain variable charges.

We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment. We believe free cash flow is a useful measure of liquidity that provides an additional basis for assessing our ability to generate cash.

A reconciliation of the non-GAAP financial measures used in this press release to the respective comparable GAAP financial measures, can be found below.

Caris Life Sciences Media:

Corporate Communications

CorpComm@CarisLS.com

214.294.5606

Investor Relations:

IR@CarisLS.com

917.689.3511

Caris Life Sciences, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(amounts in thousands, except share and per share data) Three Months Ended March 31,

2026 2025

Revenue:

Molecular profiling services $ 210,800 $ 114,081

Pharma research and development services 5,374 6,834

Total revenue 216,174 120,915

Costs and operating expenses:

Cost of Services - Molecular profiling services 72,884 60,894

Cost of Services - Pharma research and development services 1,942 2,958

Selling and marketing expense 45,043 39,829

General and administrative expense 59,708 52,119

Research and development expense 31,315 23,066

Total costs and operating expenses 210,892 178,867

Income (Loss) from operations 5,282 (57,952)

Other expense, net:

Interest income 6,834 503

Interest expense (12,809) (12,782)

Changes in fair value of financial instruments — (32,333)

Other income (expense), net 49 (17)

Total other expense, net (5,926) (44,629)

Loss before income taxes and income tax benefit (644) (102,581)

Income tax benefit 134 —

Net loss (510) (102,581)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments (43) 35

Comprehensive loss (553) (102,546)

Net loss attributable to common shareholders:

Net loss (510) (102,581)

Adjustments of redeemable convertible preferred stock to redemption value — (24,462)

Net loss attributable to common shareholders $ (510) $ (127,043)

Net loss per share attributable to common shareholders, basic and diluted $ 0.00 $ (3.57)

Weighted-average shares used in computing net loss per share attributable to common shareholders, basic and diluted 282,562,013 35,623,042

Caris Life Sciences, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(amounts in thousands, except share data) As of March 31, As of December 31,

2026 2025

Assets

Current assets:

Cash, cash equivalents, and restricted cash $ 821,147 $ 797,799

Short-term marketable securities 2,315 2,295

Accounts receivable 90,517 112,140

Supplies 76,289 63,625

Prepaid expenses and other current assets 23,912 21,941

Total current assets 1,014,180 997,800

Property and equipment, net 82,669 63,170

Goodwill 19,344 19,344

Other assets 46,195 45,349

Total assets $ 1,162,388 $ 1,125,663

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable $ 69,802 $ 39,206

Accrued expenses and other current liabilities 73,921 87,770

Current portion of indebtedness 173 169

Total current liabilities 143,896 127,145

Long-term indebtedness, net of debt discounts 381,402 378,823

Other long-term liabilities 43,600 42,388

Total liabilities 568,898 548,356

Commitments and contingencies

Shareholders' equity:

Preferred stock, $0.001 par value per share; 100,000,000 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued and outstanding as of March 31, 2026 and December 31, 2025

— —

Common stock, $0.001 par value per share; 2,800,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 284,262,436 and 284,137,810 shares issued as of March 31, 2026 and December 31, 2025, respectively; 282,650,723 and 282,526,097 shares outstanding as of March 31, 2026 and December 31, 2025, respectively; shares issued and outstanding include 23,446 unvested shares subject to repurchase as of March 31, 2026 and December 31, 2025

284 283

Treasury stock at cost, 1,611,713 shares of common stock as of March 31, 2026 and December 31, 2025

(16,896) (16,896)

Additional paid-in capital 3,158,455 3,141,720

Accumulated deficit (2,549,246) (2,548,736)

Accumulated other comprehensive income 893 936

Total shareholders' equity 593,490 577,307

Total liabilities and shareholders' equity $ 1,162,388 $ 1,125,663

Caris Life Sciences, Inc.

Condensed Consolidated Statement of Cash Flows

(unaudited)

(amounts in thousands) Three Months Ended March 31,

2026 2025

Cash flows from operating activities

Net loss $ (510) $ (102,581)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 5,065 7,045

Stock-based compensation expense 15,872 14,691

Non-cash operating lease expense 1,323 1,452

Amortization of debt discounts 2,624 1,945

Changes in fair value of financial instruments — 32,333

Other 214 456

Changes in operating assets and liabilities:

Accounts receivable 21,623 7,913

Supplies (13,328) 2,061

Prepaid expenses and other current assets (1,554) 2,470

Other assets 153 36

Accounts payable 16,371 (1,739)

Accrued expenses and other liabilities (14,977) 2,580

Net cash provided by (used in) operating activities 32,876 (31,338)

Cash flows from investing activities

Purchases of property and equipment (10,342) (2,689)

Net cash used in investing activities (10,342) (2,689)

Cash flows from financing activities

Payments made on finance lease obligations (40) (22)

Proceeds from exercise of stock options 920 1,434

Payment of taxes withheld from net settlement of exercised options and vested RSUs (56) —

Payment of deferred offering costs — (105)

Repurchase of common stock — (22)

Net cash provided by financing activities 824 1,285

Effect of exchange rate changes on cash, cash equivalents, and restricted cash (10) 4

Net increase (decrease) in cash, cash equivalents, and restricted cash 23,348 (32,738)

Cash, cash equivalents, and restricted cash at beginning of period 800,042 68,028

Cash, cash equivalents, and restricted cash at end of period $ 823,390 $ 35,290

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(unaudited)

(amounts in thousands) Three Months Ended March 31,

2026 2025

Net loss $ (510) $ (102,581)

Interest income (6,834) (503)

Interest expense 12,809 12,782

Changes in fair value of financial instruments — 32,333

Other income (expense), net (49) 17

Income tax benefit (134) —

Depreciation and amortization expense 5,065 7,045

Stock-based compensation expense 15,872 14,691

Adjusted EBITDA $ 26,219 $ (36,216)

Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow

(unaudited)

(amounts in thousands)

Three Months Ended March 31,

2026 2025

Net cash provided by (used in) operating activities $ 32,876 $ (31,338)

Less: purchases of property and equipment (10,342) (2,689)

Free cash flow $ 22,534 $ (34,027)

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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