cai-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 001-42706

_________________________________________

CARIS LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)

_________________________________________


Texas			85-2077369
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

750 W. John Carpenter Freeway

Suite 800

Irving, TX 75039

(Address of principal executive offices, including ZIP code)

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

Not applicable

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

_________________________________________

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 5, 2026, the registrant had 282,680,695 shares of common stock, par value $0.001 per share, outstanding.

Table of Contents

CARIS LIFE SCIENCES, INC.

FORM 10-Q

TABLE OF CONTENTS


		Page
Special Note Regarding Forward-Looking Statements		1
Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss	3
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Shareholders’ Equity (Deficit)	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37
Part II - Other Information
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
Signatures		43

Table of Contents

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) 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 Quarterly Report, including statements regarding our expectations of future results of operations and financial condition, business strategy, future solutions, and launches of new solutions, technology, R&D costs, regulatory approvals, potential market opportunity, anticipated trends in our business, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond our control and may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these terms or other similar expressions, are intended to identify forward looking statements. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•developments in the precision medicine industry, including the market size for molecular information services and our biopharma partners’ use of molecular information;

•our expectations as to our addressable U.S. market in oncology, future financial performance, results of operations, or other operational results or metrics;

•our ability to scale the Caris platform and develop and successfully launch new solutions or enhancements to existing solutions, as well as commercial market acceptance for our solutions, acceptance of preventive as well as diagnostic testing paradigms, and our ability to generate and meet demand for new and enhanced solutions;

•our ability to capture, aggregate, analyze, or otherwise utilize molecular information in novel ways;

•our ability to compete with companies that are currently in, or may in the future enter, the industry in which we operate;

•third-party payer reimbursement and coverage decisions;

•the ability of our solutions to help our biopharma partners and physicians improve the efficiency and success of their therapeutic development, and clinical programs;

•our ability to establish, maintain, protect, enforce and enhance our intellectual property rights;

•federal, state, and foreign regulatory requirements, including FDA regulation of our solutions, the timing, likelihood, or conditions of regulatory filings and approvals, and our compliance with applicable laws and regulations;

•our ability to hire and retain key personnel;

•our anticipated cash needs and our estimates regarding our capital requirements;

•our estimates regarding our expenses, future revenue, and capital requirements; and

•remediating the material weakness in our internal control over financial reporting.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 and in other filings we make with the Securities and Exchange Commission from time to time. Moreover, we operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in our forward-looking statements are reasonable based on the information available to us when they are made, we cannot guarantee that the future results, advancements, discoveries, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these forward-looking statements. We undertake no obligation to update any forward-looking statements, which speak only as the date they are made, for any reason after the date of this Quarterly Report.

Table of Contents

Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements (Unaudited)

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 (see note 7)






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

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Contents


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 (see note 8)	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

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)


	Three Months Ended March 31, 2026
	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders' Equity
(amounts in thousands, except share data)	Shares	Amount		Shares	Amount
Balances at December 31, 2025	282,526,097	$	283	1,611,713	$	(16,896)	$	3,141,720	$	(2,548,736)	$	936	$	577,307


Stock-based compensation	19,216	—		—	—		15,872		—		—		15,872
Issuance of common stock upon exercise of stock options	135,264	1		—	—		920		—		—		921
Shares withheld for taxes related to net exercise of options	(29,854)	—		—	—		(56)		—		—		(56)













Other comprehensive loss	—	—		—	—		(1)		—		(43)		(44)
Net loss	—	—		—	—		—		(510)		—		(510)
Balances at March 31, 2026	282,650,723	$	284	1,611,713	$	(16,896)	$	3,158,455	$	(2,549,246)	$	893	$	593,490


	Three Months Ended March 31, 2025
	Redeemable Convertible Preferred Stock			Common Stock			Treasury Stock			Additional Paid-In Capital		Related Party Promissory Note Receivable		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Shareholders' Deficit
(amounts in thousands, except share data)	Shares	Amount		Shares	Amount		Shares	Amount
Balances at December 31, 2024	734,142,041	$	2,221,651	35,842,319	$	38	182,500	$	(330)	$	—	$	(26,456)	$	(2,472,299)	$	210	$	(2,498,837)
Stock-based compensation	—	—		—	—		—	—		14,691		—		—		—		14,691
Issuance of common stock upon exercise of stock options	—	—		833,350	—		—	—		1,433		—		—		—		1,433
Interest income from related party promissory notes	—	—		—	—		—	—		—		(128)		—		—		(128)
Payoff of related party promissory notes	—	—		—	—		—	—		—		26,584		—		—		26,584
Repurchases of common stock	—	—		(1,438,138)	—		1,438,138	(16,587)		—		—		—		—		(16,587)
Adjustment of redeemable convertible preferred Series C and Series D to redemption value	—	24,462		—	—		—	—		(16,110)		—		(8,352)		—		(24,462)
Other comprehensive income	—	—		—	—		—	—		(14)		—		—		35		21
Net loss	—	—		—	—		—	—		—		—		(102,581)		—		(102,581)
Balances at March 31, 2025	734,142,041	$	2,246,113	35,237,531	$	38	1,620,638	$	(16,917)	$	—	$	—	$	(2,583,231)	$	245	$	(2,599,865)

The accompanying notes are an integral part of these condensed consolidated financial statements

Table of Contents


CONDENSED CONSOLIDATED STATEMENTS 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

SEC Form 10-Q filed by Caris Life Sciences Inc.