cai-20260805
0002019410FALSENYSETX00020194102026-08-052026-08-050002019410exch:XNAS2026-08-052026-08-050002019410exch:XCHI2026-08-052026-08-05

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): August 5, 2026
CARIS LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Texas001-4270685-2077369
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueCAIThe Nasdaq Stock Market LLC
Common Stock, $0.001 par valueCAINew York Stock Exchange Texas
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 August 5, 2026, Caris Life Sciences, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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
104Cover 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: August 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

Exhibit 99.1
Caris Life Sciences Reports Second Quarter 2026 Financial Results and Increases 2026 Revenue Guidance
Revenue growth of 45% driven by strong performance in molecular profiling services, including approximately 59,200 clinical cases, consisting of over 114,000 whole exome/whole transcriptome tests with over 345,000 total oncology tests
Raises 2026 revenue guidance to $1.03 to $1.04 billion, representing growth of 27% to 28%
IRVING, Texas, August 05, 2026— Caris Life Sciences, Inc. (Nasdaq: CAI), a leading TechBio company actively developing and commercializing solutions to transform healthcare, today reported financial results for the quarter ended June 30, 2026.
Second Quarter 2026 Financial Highlights
Reported total revenue of $263.7 million, an increase of 45% over the corresponding prior year period.
Completed approximately 59,200 clinical cases, an increase of approximately 18% over the corresponding prior year period, including approximately 48,300 MI Profile cases and approximately 10,700 Caris Assure cases.
Reported gross margin of 68%, an approximate 500 bps improvement over the corresponding prior year period.
Reported net loss of $0.6 million.
Reported positive Adjusted EBITDA of $55.7 million.
Reported positive net cash provided by operating activities of $28.5 million, and positive free cash flow of $6.4 million.
“This was a record quarter, with approximately 59,200 clinical cases, up more than 12% sequentially, reflecting sustained demand and the payoff from investments in our commercial engine,” said David Dean Halbert, Founder, Chairman and CEO of Caris Life Sciences. “Our comprehensive approach gives every case real molecular depth, across more than 1.13 million patients with AI trained on it, that depth is what powers Caris Detect. And Detect doesn't stop at finding cancer early, through what we call the Mutational Cleanse, we plan to turn an early signal into personalized immune targets, moving from early detection to early interception. It all comes back to one thing: making precision medicine a reality for every patient.”
Recent Operating Highlights
Launched Caris Detect, a groundbreaking multi-cancer early detection blood test designed to uncover cancer signals at earlier, more treatable stages.
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.
Announced a share repurchase program of up to $100 million, of which approximately $82.1 million remains available for repurchase under the existing Board authorization.
Published a study on the Caris Lookback Program demonstrating the ongoing clinical value of comprehensive testing with Caris MI Cancer Seek.



Published a study showing that whole exome measurement of tumor mutational burden (TMB) results in increased overall survival compared to estimates derived from targeted gene panels.
Launched the Behind the Diagnosis campaign, spotlighting patient lives transformed by Caris' comprehensive genomic testing.
Announced a dual listing on NYSE Texas.
Surpassed 1,130,000 total profiles and 845,000 total matched profiles through June 30, 2026. More than 783,000 whole transcriptome and 733,000 whole exome profiles through June 30, 2026.
Second Quarter 2026 Financial Results
Total revenue was $263.7 million for the three months ended June 30, 2026, compared to $181.4 million for the three months ended June 30, 2025, an increase of $82.3 million, or 45%.
The increase in total revenue was driven primarily by a 55% growth in molecular profiling services revenue, which was $252.3 million for the three months ended June 30, 2026, compared to $162.9 million for the three months ended June 30, 2025. The increase in molecular profiling services revenue was primarily driven by an increase in total clinical case volume and ASP improvements.
Gross profit, calculated as total revenue less cost of services, for the three months ended June 30, 2026 and 2025, was $179.6 million and $113.7 million, respectively, representing a gross margin of 68% and 63%, respectively.
Operating expenses were $152.7 million for the three months ended June 30, 2026, compared to $131.7 million for the three months ended June 30, 2025, an increase of $21.0 million, or 16%. The increase was primarily driven by headcount-related costs.
Net loss was $0.6 million for the three months ended June 30, 2026, as compared to a net loss of $71.8 million for the three months ended June 30, 2025. Net loss per share attributable to common shareholders, basic and diluted, was $0.00 for the three months ended June 30, 2026, as compared to a net loss per share attributable to common shareholders, basic and diluted, of $7.97 for the three months ended June 30, 2025.
Net cash provided by operating activities was $28.5 million for the three months ended June 30, 2026, as compared to net cash provided by operating activities of $7.3 million for the three months ended June 30, 2025, a 291% improvement. The improvement was driven by improved total clinical case volume and ASP improvements.
2026 Financial Outlook and Guidance
Caris Life Sciences now expects full year 2026 revenue to be in the range of $1.03 billion to $1.04 billion, representing growth of 27% to 28% 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 Second Quarter 2026 Financial Results Conference Call
Date:Wednesday, August 5, 2026
Time:3:30 p.m. CT (4:30 p.m. ET)
Webcast Link:
https://edge.media-server.com/mmc/p/ff8xb4qs



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 TechBio company 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: continued development, performance and commercialization 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 capitalized software and purchases of property and equipment. Our method of calculating free cash flow is unchanged from prior periods; the caption has been updated to identify capitalized software as a component of our investing capital expenditures. 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 June 30,Six Months Ended June 30,
2026202520262025
Revenue:
Molecular profiling services$252,254 $162,924 $463,053 $277,006 
Pharma research and development services11,458 18,474 16,833 25,308 
Total revenue263,712 181,398 479,886 302,314 
Costs and operating expenses:
Cost of Services - Molecular profiling services81,328 65,321 154,211 126,215 
Cost of Services - Pharma research and development services2,788 2,392 4,730 5,350 
Selling and marketing expense53,764 42,260 98,808 82,089 
General and administrative expense66,548 64,367 126,257 116,486 
Research and development expense32,358 25,047 63,672 48,114 
Total costs and operating expenses236,786 199,387 447,678 378,254 
Income (Loss) from operations26,926 (17,989)32,208 (75,940)
Other expense, net:
Interest income6,819 1,618 13,653 2,121 
Interest expense(9,228)(19,208)(22,037)(31,990)
Changes in fair value of financial instruments— (17,870)— (50,203)
Other expense, net(25,131)(18,341)(25,082)(18,358)
Total other expense, net(27,540)(53,801)(33,466)(98,430)
Loss before income taxes and income tax benefit(614)(71,790)(1,258)(174,370)
Income tax benefit (expense)(23)— 111 — 
Net loss(637)(71,790)(1,147)(174,370)
Other comprehensive loss, net of tax:
Unrealized loss on available-for-sale securities(255)— (255)— 
Foreign currency translation adjustments(109)424 (152)459 
Comprehensive loss(1,001)(71,366)(1,554)(173,911)
Net loss attributable to common shareholders:
Net loss(637)(71,790)(1,147)(174,370)
Deemed dividend from Series D redeemable convertible preferred stock— (384,436)— (384,436)
Adjustments of redeemable convertible preferred stock to redemption value— (60,971)— (85,433)
Net loss attributable to common shareholders$(637)$(517,197)$(1,147)$(644,239)
Net loss per share attributable to common shareholders, basic and diluted$(0.00)$(7.97)$(0.00)$(12.80)
Weighted-average shares used in computing net loss per share attributable to common shareholders, basic and diluted282,888,61064,918,988282,726,21450,348,947



CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(amounts in thousands, except share data)As of June 30,As of December 31,
20262025
Assets
Current assets:
Cash, cash equivalents, and restricted cash$690,915 $797,799 
Short-term marketable securities102,200 2,295 
Accounts receivable116,888 112,140 
Supplies123,791 63,625 
Prepaid expenses and other current assets24,034 21,941 
Total current assets1,057,828 997,800 
Property and equipment, net95,716 63,170 
Goodwill19,344 19,344 
Other assets56,732 45,349 
Total assets$1,229,620 $1,125,663 
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable$85,986 $39,206 
Accrued expenses and other current liabilities105,273 87,770 
Current portion of indebtedness178 169 
Total current liabilities191,437 127,145 
Long-term indebtedness, net of debt discounts392,973 378,823 
Other long-term liabilities53,476 42,388 
Total liabilities637,886 548,356 
Commitments and contingencies
Shareholders' equity:
Preferred stock, $0.001 par value per share; 100,000,000 shares authorized as of June 30, 2026 and December 31, 2025; no shares issued and outstanding as of June 30, 2026 and December 31, 2025
— — 
Common stock, $0.001 par value per share; 2,800,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 282,582,915 and 284,137,810 shares issued as of June 30, 2026 and December 31, 2025, respectively; 282,582,915 and 282,526,097 shares outstanding as of June 30, 2026 and December 31, 2025, respectively; shares issued and outstanding include 23,446 unvested shares subject to repurchase as of June 30, 2026 and December 31, 2025
283 283 
Treasury stock at cost, 0 and 1,611,713 shares of common stock as of June 30, 2026 and December 31, 2025, respectively
— (16,896)
Additional paid-in capital3,140,805 3,141,720 
Accumulated deficit(2,549,883)(2,548,736)
Accumulated other comprehensive income529 936 
Total shareholders' equity591,734 577,307 
Total liabilities and shareholders' equity$1,229,620 $1,125,663 



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(amounts in thousands)Six Months Ended June 30,
20262025
Cash flows from operating activities
Net loss$(1,147)$(174,370)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization11,603 13,454 
Stock-based compensation expense38,091 42,984 
Non-cash operating lease expense2,762 2,936 
Amortization of debt discounts2,923 9,700 
Changes in fair value of financial instruments— 50,203 
Loss on debt extinguishment25,232 17,930 
Other(27)1,231 
Changes in operating assets and liabilities:
Accounts receivable(4,749)37,040 
Supplies(61,637)(2,621)
Prepaid expenses and other current assets(659)(2,265)
Other assets(771)334 
Accounts payable39,632 (1,925)
Accrued expenses and other liabilities10,100 (18,681)
Net cash provided by (used in) operating activities61,353 (24,050)
Cash flows from investing activities
Sale of marketable securities1,874 — 
Purchases of marketable securities(101,991)— 
Capitalized software and purchases of property and equipment(32,417)(4,075)
Net cash used in investing activities(132,534)(4,075)
Cash flows from financing activities
Payments made on finance lease obligations(82)(44)
Proceeds from exercise of stock options1,661 2,624 
Payment of taxes withheld from net settlement of exercised options and vested RSUs(5,320)(1,658)
Payment of deferred offering costs— (2,045)
Repurchase of common stock(21,361)(22)
Repayment of the 2023 term loan(406,307)— 
Proceeds from the 2026 term loan, net of issuance costs393,500 — 
Payment of third-party debt issuance costs(1,107)— 
Proceeds from share purchases under employee stock purchase plan2,937 — 
Issuance of Series E Preferred Stock, net of issuance costs— 87,637 
Issuance of Series F Preferred Stock, net of issuance costs— 33,601 
Issuance of the 2025 Convertible Notes, net of issuance costs— 27,865 
Issuance of the 2025 Warrants— 10,270 
Payments of the 2023 term loan amendment fee— (4,000)
Proceeds from initial public offering, net of underwriting discounts and commissions— 528,459 
Net cash provided by (used in) financing activities(36,079)682,687 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(37)97 
Net increase (decrease) in cash, cash equivalents, and restricted cash(107,297)654,659 
Cash, cash equivalents, and restricted cash at beginning of period800,042 68,028 
Cash, cash equivalents, and restricted cash at end of period$692,745 $722,687 
Reconciliation of cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash$690,915 $720,444 
Restricted cash included in other long-term assets1,830 2,243 
Total cash, cash equivalents, and restricted cash$692,745 $722,687 



RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA (UNAUDITED)
(amounts in thousands)Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss$(637)$(71,790)$(1,147)$(174,370)
Interest income(6,819)(1,618)(13,653)(2,121)
Interest expense9,228 19,208 22,037 31,990 
Changes in fair value of financial instruments— 17,870 — 50,203 
Other expense, net25,131 18,341 25,082 18,358 
Income tax expense (benefit)23 — (111)— 
Depreciation and amortization expense6,538 6,409 11,603 13,454 
Stock-based compensation expense22,219 28,293 38,091 42,984 
Adjusted EBITDA$55,683 $16,713 $81,902 $(19,502)

RECONCILIATION OF NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES TO FREE CASH FLOW (UNAUDITED)
(amounts in thousands)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net cash provided by (used in) operating activities$28,477 $7,288 $61,353 $(24,050)
Less: capitalized software and purchases of property and equipment(22,075)(1,386)(32,417)(4,075)
Free cash flow$6,402 $5,902 $28,936 $(28,125)