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Caris Life Sciences, Inc.

For the period ended Jun 4, 2026. Filed Apr 23, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2026 · Filed Apr 23, 2026

CAI$25.23-3.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under §240.14a-12

CARIS LIFE SCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting of Shareholders

Date and Time: Thursday, June 4, 2026, at 10:00 a.m., Central Time

Virtual Meeting Website: Online at www.virtualshareholdermeeting.com/CAI2026

Record Date: Close of business on April 9, 2026

Our shareholders are cordially invited to attend our 2026 Annual Meeting of Shareholders to be held virtually for the following purposes, as more fully described in the accompanying Proxy Statement:

  1. To elect David Dean Halbert, Peter M. Castleman, Brian J. Brille, David Fredrickson, Joseph E. Gilliam, Jon S. Halbert, Laura I. Johansen, Dr. Lloyd B. Minor, Danny Phillips and Dr. Jeffrey Vacirca, all nominated by our Board of Directors, to serve until the 2027 Annual Meeting of Shareholders and until any such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification or removal; and

  2. To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

We will also transact such other business as may properly come before the meeting and any adjournments and postponements thereof in accordance with the provisions of the Company’s Amended and Restated Bylaws, as amended (our "Bylaws").

You can attend and vote at the Annual Meeting virtually if you were a shareholder at the close of business on the record date fixed by our Board of Directors and specified above. Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

The Annual Meeting will be held as a “virtual meeting” via the Internet at the virtual meeting website specified above. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. You will be able to vote and submit questions online through the virtual meeting platform during the Annual Meeting.

We are electronically disseminating Annual Meeting materials to our shareholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Shareholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred. Proxy materials for the Annual Meeting are being sent to shareholders on April 23, 2026.

By Order of the Board of Directors,

J. Russel Denton

Senior Vice President, General Counsel and Secretary

Irving, Texas, April 23, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 4, 2026:This Proxy Statement and our 2025 Annual Report to Shareholders are available electronically at www.proxyvote.com.

Table of Contents

Proxy Summary3
Voting Matters and Board Recommendations3
Proposal Snapshot4
Proposal No. 1 - Election of Directors5
Director Biographies6
Corporate Governance11
Director Independence11
Board Leadership Structure11
Board Service Policies12
Code of Business Conduct and Ethics12
Role of the Board in Risk Oversight12
Communications with Directors13
Board Qualifications13
Director Nominations14
Attendance at Annual Meeting14
Board Meetings and Committees14
Compensation Committee Interlocks and Insider Participation16
Family Relationships16
Director Compensation17
Non-Employee Director Compensation Program17
Director Compensation Table17
Stock Ownership Matters19
Security Ownership of Certain Beneficial Owners and Management19
Insider Trading Compliance Policy22
Prohibition on Hedging22
Policy on Stock Pledging22
Emerging Growth Company Status23
Executive Compensation24
Summary Compensation Table25
Narrative Disclosure to Summary Compensation Table25
Outstanding Equity Awards at Fiscal Year-End27
Additional Narrative Disclosure28
Employment Agreements29
Equity Compensation Plan Information31
Certain Relationships and Related-Party and Other Transactions32
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm36
Change in Independent Registered Public Accounting Firm37
Pre-Approval Policies and Procedures37
Audit Committee Report38
Questions and Answers40
Other Business46
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.