Caris Life Sciences Inc 2025年度报告

Where Molecular ScienceMeets Artificial Intelligence UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number: 001-42706 CARIS LIFE SCIENCES, INC. (Exact name of registrant as specified in its charter)___________________________ Texas(State or other jurisdiction ofincorporation or organization) 85-2077369 (I.R.S. Employer Identification No.) 750 W. John Carpenter FreewaySuite 800Irving, TX 75039(Address of Principal Executive Offices, Zip Code)(866) 771-8946(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter 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, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of thelast day of the registrant's most recently completed second fiscal quarter, was approximately $3.87 billion based on theclosing price of the registrant's common stock on the Nasdaq Global Select Market on June 30, 2025. As of February 26, 2026, the registrant had 282,579,919 shares of common stock, par value $0.001 per share,outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's Definitive Proxy Statement relating to the 2026 Annual Meeting of Shareholders, to befiled with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year endedDecember 31, 2025, are incorporated by reference into Part III where indicated. Table of Contents PART IItem 1.Business4Item 1A. Risk Factors29Item 1B. Unresolved Staff Comments91Item 1C. Cybersecurity91Item 2.Properties93Item 3.Legal Proceedings93Item 4.Mine Safety Disclosures93PART IIItem 5.Market for the Registrant’s Common Equity, Related Shareholder Matters, and IssuerPurchases of Equity Securities94Item 6.[Reserved]95Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations96Item 7A. Quantitative and Qualitative Disclosures about Market Risk111Item 8.Financial Statements and Supplementary Data113Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure155Item 9A. Controls and Procedures155Item 9B. Other Information156Item 9C. Dis