Caris Life Sciences, Inc. 10-K

Item 9A. Controls and Procedures Limitations on Effectiveness of Controls and Procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2025 due to the previously reported material weakness in our internal control over financial reporting pertaining to a lack of sufficient qualified accounting resources, including those necessary to account for and disclose accounting transactions that require complex calculations or thorough evaluation of the accounting literature. Notwithstanding the material weakness in our internal control over financial reporting as of December 31, 2025, management believes that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States. Changes in Internal Control over Financial Reporting During the year ended December 31, 2025, we continued our remediation efforts in connection with the previously identified material weakness. These remediation steps are ongoing and include the following: • implementation of controls to enhance our review of significant accounting transactions and other new technical accounting and financial reporting issues and the preparation and review of accounting memoranda addressing these issues; • implementation of controls to enable an effective and timely review of account analyses and account reconciliations; and • continued hiring of additional accounting and finance resources with public company experience and expanding the capabilities of the existing accounting and financial personnel through continuous training and education in the accounting and reporting requirements under GAAP and SEC rules and regulations Our management has worked, and continues to work, to strengthen our internal control over financial reporting. We are committed to ensuring that controls are designed and implemented. The previously identified material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We will not be able to conclude whether the steps we are taking will fully remediate the material weakness in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate additional implementation and evaluation time. Other than the foregoing actions to remediate our material weakness, there was no change in our internal control over financial reporting identified during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management's Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a 155 Table of Contents transition period established by rules of the SEC for newly public companies. Additionally, our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act. Item 9B. Other Information (a) Other Events On February 25, 2026, the Compensation Committee of our board of directors, or the Committee, approved a form of performance restricted stock unit award agreement, or PSU Agreement, under the Caris Life Sciences, Inc. 2025 Incentive Plan, or the Plan. Performance restricted stock units (PSUs) are anticipated to be granted to certain eligible employees, including named executive officers, in 2026 and would be subject to the satisfaction of (i) performance-based vesting conditions related to financial targets for the 2026 fiscal year performance period, and (ii)  service-based vesting conditions following the performance period. PSUs would be subject to the terms and conditions set forth in the Plan and the PSU Agreement. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the PSU Agreement, which is filed as an exhibit to this Annual Report on Form 10-K and is incorporated herein by reference. The Plan is also filed as an exhibit to this Annual Report on Form 10-K. (b) Disclosure of Trading Arrangements During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 156 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance Information about our Executive Officers The names, ages and professional biographies of our executive officers as of March 3, 2026 are as follows: Name Age Position(s) David Dean Halbert, D.Sc. (h.c.) 70 Founder, Chairman, and Chief Executive Officer Brian J. Brille 65 Vice Chairman and Executive Vice President David Spetzler, M.S., Ph.D., M.B.A. 50 President Luke Power 44 Senior Vice President, Chief Financial Officer, and Chief Accounting Officer J. Russel Denton 42 Senior Vice President, General Counsel, and Secretary 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, 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. 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 20 years of leadership as Caris’ Founder, Chairman and Chief Executive Officer make him well-qualified to serve as a member of our board of directors. 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 a 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 and 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 & Co. LLC (“Morgan Stanley”), a multinational investment bank and financial services company, 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. David Spetzler, M.S., Ph.D., MBA has served as our President since November 2016. Dr. Spetzler has also served as an adjunct faculty member of the molecular and cellular biology program at Arizona State University since 2007. Dr. Spetzler joined Caris in August 2009 as a Senior Scientist and has served in a variety of roles of increasing seniority during his tenure. Before Caris, Dr. Spetzler served in various research faculty roles at Arizona State University from January 2003 to August 2009. Dr. Spetzler holds a Master of Science, a Doctor of Philosophy in Molecular & Cellular Biology, and a Master of Business Administration from Arizona State University. Luke Power has served as our Senior Vice President, Chief Financial Officer, and Chief Accounting Officer since February 2023. Mr. Power joined Caris in December 2011 as a Financial Reporting and Accounting Manager and has served in a variety of roles of increasing seniority during his tenure, including as Chief Accounting Officer from April 2017 to February 2023, Senior Director of Accounting from May 2016 to September 2016, and Director of Accounting from August 2013 to May 2016. Prior to joining Caris, Mr. Power worked as a Manager in the international assurance practice at PricewaterhouseCoopers LLP, a provider of business advisory services, from November 2002 to October 2011. Mr. Power is a certified public accountant and a Fellow of Chartered Accountants Ireland. Mr. Power holds a degree in finance and accounting from Waterford Institute of Technology in Ireland. 157 Table of Contents J. Russel Denton has served as our Senior Vice President, General Counsel, and Secretary since September 2022. Prior to joining Caris, Mr. Denton served as a partner at Shearman & Sterling LLP, an international law firm, representing clients in mergers and acquisitions and equity financing transactions from March 2018 to September 2022. Prior to Shearman & Sterling LLP, Mr. Denton served as a partner at Andrews Kurth Kenyon LLP from May 2012 to February 2018. Mr. Denton began his career in September 2008 as an associate at Skadden, Arps, Slate, Meagher and Flom LLP. Mr. Denton holds a Juris Doctor from Stanford Law School and a Bachelor of Science from Duke University. Codes of Business Conduct and Ethics The Company has 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. The Company intends to satisfy any disclosure requirements required by law or the Nasdaq Stock Market listing standards regarding amendments to, and waivers of, this code by posting such information on the same website. The inclusion of our investor relations website address in this Annual Report on Form 10-K does not include or incorporate herein by reference the information on or accessible through our website. Insider Trading Compliance Policy We have adopted an Insider Trading Compliance Policy governing the purchase, sale, and other dispositions of our securities by directors, officers, employees and designated contractors and advisors that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable Nasdaq listing standards. A copy of the Company's insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K. The remaining information required by this Item 10 of Form 10-K will be included in our Definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”) and is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item 11 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this Item 12 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item 14 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference. 158 Table of Contents Part IV Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this report 1. All financial statements Reference is made to the Financial Statements and Supplementary Data included in Item 8 of Part II hereof. 2. Financial statement schedules All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes included in this Form 10-K. 3. Exhibits required by Item 601 of Regulation S-K The exhibits listed in the following Index to Exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K. (b) Exhibits. Incorporated by Reference Exhibit Number Description of Exhibit Form File No. Exhibit Filing Date Filed or Furnished Herewith 3.1 Amended and Restated Certificate of Formation of Caris Life Sciences, Inc. 8-K 001-42706 3.1 June 20, 2025 3.2 Amended and Restated Bylaws of Caris Life Sciences, Inc. 8-K 001-42706 3.1 October 30, 2025 4.1 Form of Caris Life Sciences, Inc. common stock certificate. S-1/A 333-287551 4.1 June 9, 2025 4.2 Description of Registrant’s Securities X 4.3# Amended and Restated Investors’ Rights Agreement, dated as of April 1, 2025, among Caris Life Sciences, Inc. and certain of its shareholders. S-1 333-287551 4.2 May 23, 2025 10.1(a)# Credit Agreement, dated as of January 18, 2023, among the Registrant, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral agent. S-1 333-287551 10.1(a) May 23, 2025 10.1(b)# First Amendment to Credit Agreement, dated as of April 1, 2025, among the Registrant, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral agent. S-1 333-287551 10.1(b) May 23, 2025 10.2(a)#§ Supply Agreement, dated as of September 21, 2022, by and between Caris MPI, Inc. and Illumina, Inc. S-1 333-287551 10.2(a) May 23, 2025 10.2(b)#§ Master Supply Agreement, effective as of July 8, 2024, by and between Roche Diagnostics Corporation and Caris MPI, Inc. S-1 333-287551 10.2(b) May 23, 2025 10.3(a)(1)#§ Lease Agreement, dated as of March 1, 2019, by and between WPT LAND 2 LP and 23andMe, Inc., as amended. S-1 333-287551 10.3(a) May 23, 2025 10.3(a)(2)# Second Amendment, dated October 5, 2021, to Lease Agreement by and between WPT LAND 2 LP and Caris MPI, Inc. 10-Q 001-42706 10.3(a)(2) August 12, 2025 10.3(a)(3) Third Amendment, dated August 8, 2025, to Lease Agreement by and between WPT LAND 2 LP and Caris MPI, Inc. 10-Q 001-42706 10.1 November 5, 2025 10.3(b)#§ Industrial Real Estate Lease (Single-Tenant Facility), dated as of August 19, 2009, by and between Liberty Cotton Center, LLC and CDx Holdings, Inc., as amended. S-1 333-287551 10.3(b) May 23, 2025 10.3(c)#§ Lease, dated as of July 25, 2019, by and between KCP NNN II Leasehold 4, LLC and Caris MPI, Inc. S-1 333-287551 10.3(c) June 9. 2025 10.4(a)† Caris Life Sciences, Inc. Amended and Restated 2020 Incentive Plan. S-1/A 333-287551 10.4(a) May 23, 2025 10.4(b)† Form of Incentive Stock Option Award Agreement under the Amended and Restated 2020 Incentive Plan. S-1 333-287551 10.4(b) May 23, 2025 10.4(c)† Form of Nonqualified Stock Option Award Agreement under the Amended and Restated 2020 Incentive Plan. S-1 333-287551 10.4(c) May 23, 2025 10.4(d)† Form of Nonqualified Stock Option Award Agreement under the Amended and Restated 2020 Incentive Plan (Nonemployee Director) S-1 333-287551 10.4(d) May 23, 2025 10.4(e)† Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2020 Incentive Plan. S-1 333-287551 10.4(e) May 23, 2025 10.4(f)† Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2020 Incentive Plan (Chief Executive Officer). S-1 333-287551 10.4(f) May 23, 2025 159 Table of Contents Incorporated by Reference 10.4(g)† Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2020 Incentive Plan (Non-Employee Director). S-1 333-287551 10.4(g) May 23, 2025 10.5(a)† Caris Life Sciences, Inc. 2025 Incentive Plan, as amended and restated. S-8 333-287551 99.2 June 18, 2025 10.5(b)† Form of Restricted Stock Unit Award Agreement under the 2025 Incentive Plan, as amended and restated. S-1/A 333-287551 10.5(b) June 9, 2025 10.5(c)†# Form of Performance Restricted Stock Unit Award Agreement under the 2025 Incentive Plan, as amended and restated. X 10.6† Caris Life Sciences, Inc. Employee Stock Purchase Plan, as amended and restated. S-8 333-287551 99.3 June 18, 2025 10.7(a)†§ Executive Employment Agreement, dated as of February 1, 2010, by and between the Registrant and David Spetzler. S-1 333-287551 10.7 May 23, 2025 10.7(b)† First Amendment to Employment Agreement, dated as of July 27, 2015, by and between the Registrant and David Spetzler. S-1 333-287551 10.8 May 23, 2025 10.8†§ Executive Employment Agreement, dated as of May 31, 2018, by and between Caris Science, Inc. and Brian Brille. S-1 333-287551 10.9 May 23, 2025 10.9† Caris Life Sciences, Inc. Executive and Director Change in Control Plan. S-1 333-287551 10.10 May 23, 2025 10.10† Non-Employee Director Compensation Program. S-1 333-287551 10.11 May 23, 2025 10.11† Form of Indemnification Agreement. S-1 333-287551 10.12 May 23, 2025 19.1 Caris Life Sciences, Inc. Insider Trading Compli ance Policy . X 21.1 Subsidiaries of Caris Life Sciences, Inc. S-1/A 333-287551 21.1 June 9, 2025 23.1 C onsent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm . X 23.2 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm . X 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . X 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. XX 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. XX 97.1 Caris Life Sciences, Inc. Policy for Recovery of Erroneously Awarded Compensation X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page formatted as Inline XBRL and contained in Exhibit 101. _____________________________ # The registrant has omitted schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to provide further information regarding such omitted materials to the SEC upon request. § Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K, Item 601(a)(6). † Indicates a management contract or compensatory plan or arrangement. X Filed herewith. XX The certifications furnished in Exhibits 32.1 and 32.2 are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. (c) Financial Statement Schedules. All schedules have been omitted because the information required to be presented in them is not applicable or is shown in the consolidated financial statements or related notes. 160 Table of Contents Item 16. Form 10-K Summary Not applicable. 161 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CARIS LIFE SCIENCES, INC. Date: March 3, 2026 By: /s/ David Dean Halbert David Dean Halbert Founder, Chairman, and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date /s/ David Dean Halbert Founder, Chairman, and Chief Executive Officer (Principal Executive Officer) March 3, 2026 David Dean Halbert /s/ Luke Power Senior Vice President, Chief Financial Officer, and Chief Accounting Officer (Principal Financial and Accounting Officer) March 3, 2026 Luke Power /s/ George H. Poste Vice Chairman March 3, 2026 George H. Poste /s/ Jonathan Knowles Vice Chairman March 3, 2026 Jonathan Knowles /s/ Brian J. Brille Vice Chairman and Executive Vice President March 3, 2026 Brian J. Brille /s/ Peter M. Castleman Director March 3, 2026 Peter M. Castleman /s/ David Fredrickson Director March 3, 2026 David Fredrickson /s/ Joseph E. Gilliam Director March 3, 2026 Joseph E. Gilliam /s/ Jon S. Halbert Director March 3, 2026 Jon S. Halbert /s/ Laura I. Johansen Director March 3, 2026 Laura I. Johansen /s/ Lloyd B. Minor Director March 3, 2026 Lloyd B. Minor /s/ Danny Phillips Director March 3, 2026 Danny Phillips /s/ Jeffrey Vacirca Director March 3, 2026 Jeffrey Vacirca 162