Caris Life Sciences, Inc.

Current report (Form 8-K) · Jun 5, 2026 · Item 5.07

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Item 5.07

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Jun 5, 2026

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cai-20260604.htm

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8-K · cai-20260604.htm iXBRL 0002019410 2026-06-04 2026-06-04 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): June 4, 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 5.07 Submission of Matters to a Vote of Security Holders. Caris Life Sciences, Inc. (the “ Company ”) held its 2026 Annual Meeting of Shareholders on June 4, 2026 (the “ 2026 Annual Meeting ”). The Company’s shareholders were asked to vote on two proposals, each as more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026: (1) to elect ten director nominees to the Board to serve until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified or their earlier death, resignation, disqualification or removal; and (2) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. As of the close of business on the record date of April 9, 2026, there were 282,662,545 shares of the Company’s common stock issued, outstanding and eligible to vote if represented in person or by proxy at the 2026 Annual Meeting. A total of 273,714,520 shares were represented at the 2026 Annual Meeting, which constituted a quorum. The shareholder voting results by proposal are set forth in the tables below: Proposal No. 1: Election of Directors Each of the following director nominees was elected to serve for a term expiring at the 2027 Annual Meeting by the votes set forth in the table below. Name Votes For Votes Withheld Broker Non-Votes David Dean Halbert 216,983,424 45,644,070 11,087,026 Brian J. Brille 216,953,607 45,673,887 11,087,026 Peter M. Castleman 200,435,909 62,191,585 11,087,026 David Fredrickson 228,579,061 34,048,433 11,087,026 Joseph E. Gilliam 215,798,279 46,829,215 11,087,026 Jon S. Halbert 215,600,787 47,026,707 11,087,026 Laura I. Johansen 227,201,421 35,426,073 11,087,026 Dr. Lloyd B. Minor 228,662,425 33,965,069 11,087,026 Danny Phillips 214,817,153 47,810,341 11,087,026 Dr. Jeffrey Vacirca 228,673,484 33,954,010 11,087,026 Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the shareholders by the votes set forth in the table below. Votes For Votes Against Abstentions 273,517,324 60,882 136,314 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: June 5, 2026 CARIS LIFE SCIENCES, INC. By: /s/ Luke Power Name: Luke Power Title: Senior Vice President, Chief Financial Officer and Chief Accounting Officer

Document text

8-K · cai-20260604.htm iXBRL

0002019410 2026-06-04 2026-06-04

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): June 4, 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 5.07 Submission of Matters to a Vote of Security Holders.
Caris Life Sciences, Inc. (the “ Company ”) held its 2026 Annual Meeting of Shareholders on June 4, 2026 (the “ 2026 Annual Meeting ”). The Company’s shareholders were asked to vote on two proposals, each as more fully described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026: (1) to elect ten director nominees to the Board to serve until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified or their earlier death, resignation, disqualification or removal; and (2) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
As of the close of business on the record date of April 9, 2026, there were 282,662,545 shares of the Company’s common stock issued, outstanding and eligible to vote if represented in person or by proxy at the 2026 Annual Meeting. A total of 273,714,520 shares were represented at the 2026 Annual Meeting, which constituted a quorum.
The shareholder voting results by proposal are set forth in the tables below:
Proposal No. 1: Election of Directors
Each of the following director nominees was elected to serve for a term expiring at the 2027 Annual Meeting by the votes set forth in the table below.

Name Votes For Votes Withheld Broker Non-Votes
David Dean Halbert 216,983,424 45,644,070 11,087,026
Brian J. Brille 216,953,607 45,673,887 11,087,026
Peter M. Castleman 200,435,909 62,191,585 11,087,026
David Fredrickson 228,579,061 34,048,433 11,087,026
Joseph E. Gilliam 215,798,279 46,829,215 11,087,026
Jon S. Halbert 215,600,787 47,026,707 11,087,026
Laura I. Johansen 227,201,421 35,426,073 11,087,026
Dr. Lloyd B. Minor 228,662,425 33,965,069 11,087,026
Danny Phillips 214,817,153 47,810,341 11,087,026
Dr. Jeffrey Vacirca 228,673,484 33,954,010 11,087,026

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the shareholders by the votes set forth in the table below.

Votes For Votes Against Abstentions
273,517,324 60,882 136,314

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: June 5, 2026

CARIS LIFE SCIENCES, INC.

By: /s/ Luke Power
Name: Luke Power
Title: Senior Vice President, Chief Financial Officer and Chief Accounting Officer

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