Caris Life Sciences, Inc.

Note 6. Long-Term Debt

The carrying value of debt presented within current portion of indebtedness and long-term indebtedness, net of debt discounts on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 includes the following components:

Maturities of the Company’s debt are expected to be as follows as of March 31, 2026:

On April 1, 2026, the Company fully repaid the 2023 Term Loan (as defined below) maturing in 2028, and entered into a new credit agreement with a different lender. See Note 11 for additional details.

Term Loan

On January 18, 2023, the Company entered into the 2023 Term Loan Agreement with OrbiMed Royalty & Credit Opportunities III, LP, OrbiMed Royalty & Credit Opportunities IV, LP (collectively, “OrbiMed”), and Braidwell Transaction Holdings LLC (“Braidwell”, and collectively with OrbiMed, the “2023 Lenders”). Pursuant to the 2023 Term Loan Agreement, the Company issued senior, secured promissory notes by which the 2023 Lenders agree to lend the Company up to an aggregate principal amount of $400.0 million (the “2023 Term Loan”), $200.0 million of which was received by the Company upon issuance (the “Initial Draw”), and the remaining $200.0 million was received by the Company in March 2024 (the “Delayed Draw”).

Until the earlier of December 31, 2024 or the date on which the 2023 Term Loan amount was fully drawn, which occurred on March 5, 2024, the undrawn balance of the 2023 Term Loan Agreement was subject to a fee of 0.5% per annum. The outstanding principal amount of the 2023 Term Loan is due and payable on January 18, 2028. If an event of default occurs and is continuing, the 2023 Lenders may declare all amounts outstanding under the 2023 Term Loan Agreement to be immediately due and payable. A final payment exit fee equal to 1.0% of the amount funded under the 2023 Term Loan Agreement is due upon prepayment or maturity. Amounts borrowed pursuant to the 2023 Term Loan Agreement may be prepaid at any time. Upon prepayment, the Company is subject to a prepayment penalty based on the timing of repayment.

The 2023 Term Loan bears interest at a rate per annum equal to a fixed margin of 6.5% plus the greater of (a) forward-looking three-month secured overnight financing rate (“SOFR”) and (b)2.5%. In the event of default, the fixed margin shall increase by 3.0% per annum. As of March 31, 2026, the interest rate was 10.2%. Regular quarterly payments are interest-only for the 60-month term of the 2023 Term Loan Agreement, with the principal due at maturity. The effective interest rate for the Initial Draw of the 2023 Term Loan is 17.0%, and the effective interest rate for the Delayed Draw of the 2023 Term Loan is 12.0%.

The Company’s obligations under the 2023 Term Loan Agreement are secured by a first lien security interest in substantially all of the assets of the Company and its subsidiaries. The 2023 Term Loan Agreement contains certain customary representations and warranties, affirmative and negative covenants, financial covenants, and events of default applicable to the Company and its subsidiaries. Additional covenants include those restricting dispositions, fundamental changes to its business, mergers or acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and subordinated debt. At March 31, 2026, the Company was in compliance with all covenants.

The components of interest expense associated with the Company’s long-term indebtedness, excluding finance leases, are as follows:

Note 7. Commitments and Contingencies

Purchase Obligations

The Company enters into various supply agreements that contains purchase commitments. Most of the commitments are based on a binding forecast for an agreed-upon period, which is 12-month or less.

Litigation

During the ordinary course of business, the Company has become and may in the future become subject to pending and threatened legal and regulatory actions and proceedings. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings are likely to have a material adverse effect on its financial position as of March 31, 2026 and December 31, 2025, nor its results of operations or cash flows for the three months ended March 31, 2026 and 2025.

Note 8. Related Parties

The Company's officers and directors have ownership interests in certain vendors providing services to the Company. During the three months ended March 31, 2026 and 2025, the Company made payments to these entities for services and expenses for $0.8 million and $0.7 million, respectively.

Additionally, during the three months ended March 31, 2026 and 2025, the Company recorded general and administrative expenses due to related parties of $1.0 million and $0.5 million, respectively.

Note 9. Net Loss Per Share Attributable to Common Shareholders

The following table sets forth the computation of the basic and diluted net loss per share attributable to common shareholders:

The following common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common shareholders for the periods presented as they had an anti-dilutive effect:

Note 10. Segment and Geographic Information

The Company operates as a single operating segment. An operating segment is defined as a component of an entity for which discrete financial information is available and regularly reviewed by the entity's chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, its Chairman and Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating financial performance.

Net loss as reported on the condensed consolidated statements of operations and comprehensive loss is used by the CODM to assess segment performance against management budgets and prior period operating results for the purpose of making results-driven decisions about organizational resource allocation.

Segment revenues are derived from molecular profiling, strategic data, and research services that are delivered to the Company’s biopharmaceutical and clinical customers, who are predominantly located in the United States. The Company provides these services primarily by leveraging the Company’s proprietary technologies andclinico-genomic database, which are core to the Company’s operations and are deployed similarly across the service offerings.

Significant segment expenses that the CODM reviews and utilizes to manage the Company’s operations are cost of services, sales and marketing, general and administrative, and research and development expenses at the consolidated level, which are presented in the Company’s condensed consolidated statements of operations and comprehensive loss. Other segment items in consolidated net loss include interest income, interest expense, changes in fair value of financial instruments, and other income (expense), net, which are presented in the Company’s condensed consolidated statements of operations and comprehensive loss.

The following table sets forth the Company’s revenue by geographic areas based on the customer’s location:

No single country outside of the United States accounted for more than 10.0% of total revenue during the three months ended March 31, 2026 and 2025. As of March 31, 2026 and December 31, 2025, approximately 99.0% of the Company’s total assets are located in the United States.

Note 11. Subsequent Events

On April 1, 2026, the Company entered into a financing agreement (the “2026 Financing Agreement”) providing for senior secured credit facilities consisting of (i) a $400.0 million initial term loan (the “Initial Term Facility”), (ii) a committed delayed draw term loan facility of up to $300.0 million, available to be drawn in one or more tranches through August 2027 (the “Delayed Draw Facility”), which Delayed Draw Facility may be used solely for permitted acquisitions (as defined in the 2026 Financing Agreement) and (iii) an uncommitted incremental facility of up to $500.0 million. The Initial Term Facility matures in April 2031. Borrowings under the 2026 Financing Agreement bear interest, at the Company’s election, at either the Term SOFR plus 5.00% or the Base Rate plus 4.00% (where Term SOFR and Base Rate are each as defined in the 2026 Financing Agreement filed as an exhibit to this Form 10-Q). Proceeds from the 2026 Financing Agreement, together with the Company’s cash on hand, were used to repay the 2023 Term Loan in full.

There were no other significant subsequent events identified through the date that the condensed consolidated financial statements were issued, that could impact the financial statements.