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): ~~February 26~~April 1, 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 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~February 26~~April 1, 2026 (the “Closing Date”), Caris Life Sciences, Inc., a Texas corporation (the “Company”) ~~issued~~entered into a ~~press~~Financing ~~release~~Agreement, ~~announcing~~dated ~~its~~as ~~financial~~of ~~results~~the ~~for~~Closing Date (the ~~quarter~~“New ~~and~~Credit ~~year~~Agreement”), ~~ended~~by ~~December~~and 31among the Company, ~~2025.~~as Aborrower, ~~copy~~certain subsidiaries of the Company’s, ~~press~~as ~~release~~guarantors, isthe ~~furnished~~lenders asfrom ~~Exhibit~~time ~~99.1~~ to ~~this~~time ~~Current~~party ~~Report~~thereto, onwhich ~~Form~~consist ~~8-K~~of funds managed by Blue Owl Capital and isBlackstone, ~~incorporated~~and byBlue ~~reference~~Owl ~~herein~~Capital ~~solely~~Corporation, ~~for~~as ~~purposes~~administrative ofagent ~~this~~for ~~Item~~the 2lenders.~~02 disclosure.~~

~~Item~~The 7New Credit Agreement provides for certain senior secured credit facilities to the Company consisting of (a) an initial term loan in an aggregate principal amount equal to $400,000,000, funded on the Closing Date (the “Initial Term Facility”), (b) a committed delayed draw term loan facility in an aggregate principal amount that may be drawn in one or more tranches not to exceed $300,000,000 in the aggregate (“Delayed Draw Facility”), and (c) an uncommitted incremental facility in an aggregate principal amount not to exceed $500,000,000.~~01 Regulation~~ FDThe ~~Disclosure~~Company’s obligations under the New Credit Agreement are unconditionally and irrevocably guaranteed jointly and severally on a senior basis by certain existing and subsequently acquired direct or indirect subsidiaries of the Company, with certain exceptions as set forth in the New Credit Agreement (each, a “Guarantor”). The Initial Term Facility matures in April 2031 and the Delayed Draw Facility is available through August 2027.

~~Also~~The onDelayed ~~February 26,~~Draw ~~2026,~~Facility ~~the~~may ~~Company~~be ~~posted~~used onby the ~~"News"~~Company ~~section~~and ~~under "News & Events" on~~ its ~~website~~subsidiaries ~~information~~solely ~~regarding~~in ~~the~~connection ~~completion~~with ofPermitted ~~the~~Acquisitions ~~interim~~(as ~~readout~~defined ofin ~~Achieve 1,~~ the ~~Company’s~~New ~~study~~Credit ~~supporting the upcoming launch of Caris Detect, its multi-cancer early detection (MCED~~Agreement) ~~test~~. ~~The website contents referenced herein are not incorporated into this Current Report on Form 8-K.~~

~~___________________________~~Interest rates for loans under the New Credit Agreement are, at the option of the Company, Term SOFR Rate or Base Rate (each as defined in the New Credit Agreement), plus an additional margin. For the initial term loan or delayed draw term loans, the additional margin is 5.00% for Term SOFR Rate loans and 4.00% for Base Rate loans. The applicable margin in respect of any incremental term loans will be provided in the applicable incremental amendment. The Company may elect interest periods of one, three or six months (or, if agreed by all relevant lenders, twelve or fewer months or a period of shorter than one month) for any Term SOFR Rate loans.

The ~~information~~New inCredit ~~this~~Agreement ~~Current~~contains ~~Report~~a onprovision ~~Form~~for ~~8-K,~~mandatory ~~including~~prepayment ~~Exhibit~~upon ~~99.1~~the ~~furnished~~occurrence ~~herewith,~~of ~~shall~~certain ~~not~~events beand ~~deemed~~provides ~~“filed”~~ for ~~purposes~~voluntary ofprepayment ~~Section~~under 18certain ~~of the Securities Exchange Act of 1934~~conditions, aswith ~~amended~~prepayments ~~(the “Exchange Act”), or otherwise~~ subject to ~~the~~a ~~liabilities~~prepayment ofpremium ~~that section, nor shall it be deemed incorporated by reference in any filing~~ under ~~the~~certain ~~Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing~~conditions.

~~Item~~The ~~9.01 Financial~~New ~~Statements~~Credit Agreement contains usual and ~~Exhibits~~customary affirmative and negative covenants with respect to providing financial statements and other reports, limitations on the incurrence of debt, limitations on liens, limitations on amendments of material contracts, limitations on negative pledges, restrictions on junior payments, restrictions on subsidiary distributions, limitations on investments, limitations on fundamental changes and asset dispositions, limitations on sale and leaseback transactions, limitations on transactions with affiliates and shareholders, limitations on prepayments of certain indebtedness, and maintenance of minimum qualified cash (unrestricted cash or marketable securities in accounts subject to control agreements) of $50 million tested as of the last day of each fiscal quarter.

~~(d)~~Subject ~~Exhibits~~to the limitations set forth in the New Credit Agreement, the obligations are secured on a first priority basis by substantially all tangible and intangible personal property, including a pledge or mortgage of all of the capital stock of each of their respective direct subsidiaries.

Exhibit No.						Description
99.1						Press Release issued February 26, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The New Credit Agreement contains certain usual and customary events of default, including failure to make payments when due, defaults in certain other agreements, breaches of covenants or representations, bankruptcy, and change of control. If an event of default occurs, the lenders under the New Credit Agreement will be entitled to take various actions including acceleration of amounts due under the New Credit Agreement.

The foregoing description of the New Credit Agreement is qualified in its entirety by reference to the full text of the New Credit Agreement, which the Company plans to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.

Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, the Company used proceeds under the Initial Term Facility to repay all outstanding indebtedness under that certain credit agreement, dated as of January 18, 2023, by and among the Company, certain of

the Company’s subsidiaries, the lenders from time to time party thereto and Wilmington Trust, National Association, as administrative agent, as amended (the “Previous Credit Agreement”). The Company terminated all guarantees, liens and other security interests granted under and terminated the Previous Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

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: February 26, 2026
Date: April 2, 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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