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 June 30, 2026 and December 31, 2025 includes the following components:

On April 1, 2026, the Company fully repaid the 2023 Term Loan (as defined below), originally maturing in 2028, and entered into the 2026 Term Loan (as defined below), which matures in 2031.

Term Loan

On April 1, 2026, the Company entered into a financing agreement (the “2026 Financing Agreement”) with certain lenders, including funds affiliated with Blackstone Credit and Blackstone Holdings Finance Co. LLC (collectively, “Blackstone”), and Blue Owl Capital Corporation (“Blue Owl,” and collectively with Blackstone, the “2026 Lenders”), with Blue Owl serving as administrative agent. Pursuant to the 2026 Financing Agreement, the 2026 Lenders agreed to lend the Company up to an aggregate principal amount of $400.0 million (the “2026 Term Loan”), of which $400.0 million was funded at closing. The 2026 Financing Agreement also provides for 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 solely to fund permitted acquisitions (the “Delayed Draw Facility”), and an uncommitted incremental facility of up to $500.0 million. The 2026 Term Loan matures on April 1, 2031, requires no scheduled principal amortization, and is payable interest-only quarterly, with the entire principal balance due at maturity. As of June 30, 2026, the Company has not drawn down from the Delayed Draw Facility or the uncommitted incremental facility.

The 2026 Term Loan bears interest, at the Company’s election, at either the Term secured overnight financing rate (“Term SOFR”) plus 5.00% or the Base Rate plus 4.00%. The Base Rate is a rate per annum equal to the greatest of (a) the prime rate; (b) the Federal Funds effective rate plus 0.50%; (c) one-month Term SOFR plus 1.00%; and (d)2.00% per annum. The Company elected the Term SOFR option upon funding, and elected to continue with the Term SOFR option for the upcoming interest period as of June 30, 2026. As of June 30, 2026, the interest rate in effect was 8.7%. The effective interest rate for the 2026 Term Loan is 9.2%.

In connection with the 2026 Term Loan, the Company incurred debt issuance costs of $7.6 million, consisting of fees paid to the 2026 Lenders and third-party costs. These costs were recorded as a direct deduction from the face amount of the 2026 Term Loan and are being amortized to interest expense over the term of the loan using the effective interest method.

Upon prepayment, the Company is subject to a prepayment penalty based on the timing of repayment. If an event of default occurs and is continuing, the administrative agent may, at the direction of the required lenders, declare all amounts outstanding under the 2026 Financing Agreement immediately due and payable.

The Company’s obligations under the 2026 Financing Agreement are secured by a first-priority lien on substantially all of the assets of the Company and its subsidiaries. The 2026 Financing Agreement includes customary representations and warranties, affirmative and negative covenants, as well as a financial covenant requiring maintenance of minimum qualified cash (unrestricted cash or marketable securities in accounts subject to control agreements) of $50.0 million tested as of the last day of each fiscal quarter. As of June 30, 2026, the Company was in compliance with all covenants under the 2026 Financing Agreement.

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 agreed 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 “2023 Initial Draw”), and the remaining $200.0 million was received by the Company in March 2024 (the “Delayed Draw”).

The proceeds of the 2026 Term Loan, together with cash on hand, were used to repay the 2023 Term Loan in full on April 1, 2026. Because the 2023 Term Loan was repaid using borrowings from new lenders, the transaction was accounted for as an extinguishment of debt. The Company recognized a loss on extinguishment of debt of $25.2 million, which includes an exit fee and repayment premiums. The loss is presented as other expense, net within the condensed consolidated statements of operations and comprehensive loss.

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

Note 7. Leases

The Company enters into various building leases for office, lab and other uses. Additionally, certain of the Company’s arrangements to utilize data centers represent a lease. These leases are generally considered operating leases.

During the three months ended June 30, 2026, the Company entered into a lease for approximately 38,640 rentable square feet of office and laboratory space on the sixth floor of the Papago Gateway Center, located at 350 West Washington Street, Tempe, Arizona. The lease has an initial term of approximately 10.7 years, expiring in January 2037. The lease includesone option to extend the term forfive years and a one-time early-termination option exercisable after the 66 th month; the Company is not reasonably certain to exercise either option, and both are excluded from the lease term. In addition to base rent, the Company pays variable amounts for its proportionate share of building operating expenses and real estate taxes (in excess of a 2027 base year), parking, and amenity charges. These variable payments are not included in the measurement of the lease liability and are recognized as variable lease cost as incurred. The lease contains no residual value guarantees and no financial covenants.

Upon commencement, the Company recognized an operating lease right-of-use asset and a corresponding lease liability of approximately $10.5 million and $10.5 million, respectively, measured as the present value of the remaining lease payments. The lease resulted in total undiscounted lease payments of approximately $17.7 million.

Because the rate implicit in the lease was not readily determinable, the Company used its incremental borrowing rate to measure the operating lease liability at the commencement date. As of June 30, 2026 and December 31, 2025, the weighted average discount rate for operating leases was 10.6% and 11.3%, respectively.

Note 8. Commitments and Contingencies

Purchase Obligations

The Company enters into various supply agreements that contain purchase commitments. Most of the commitments are based on a binding forecast for an agreed-upon period, which is 12-months 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 June 30, 2026 and December 31, 2025, nor its results of operations or cash flows for both the three months ended June 30, 2026 and 2025 and the six months ended June 30, 2026 and 2025.

Note 9. Related Parties

The Company's officers and directors have ownership interests in certain vendors providing services to the Company. During the three months ended June 30, 2026 and 2025, the Company made payments to these entities for services and expenses for $0.5 million and $0.8 million, respectively. During the six months ended June 30, 2026 and 2025, the Company made payments to these entities for services and expenses for $1.3 million and $1.4 million, respectively.

Additionally, during the three months ended June 30, 2026 and 2025, the Company recorded general and administrative expenses due to related parties of $0.6 million and $0.7 million, respectively. During the six months ended June 30, 2026 and 2025, the Company recorded general and administrative expenses due to related parties of $1.6 million and $1.2 million, respectively.

Note 10. 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 11. 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 and clinico-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 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 each of the three months ended June 30, 2026 and 2025, or the six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, approximately 99.0% of the Company’s total assets are located in the United States.

Note 12. Subsequent Events

On July 16, 2026, the Company entered into a second amendment to its office lease at 750 West John Carpenter Freeway, Irving, Texas. The amendment expands the leased premises by approximately 51,586 rentable square feet, provides for the surrender of approximately 3,320 rentable square feet, and extends the term for the remaining premises to 97 months following the expansion commencement date. The amendment results in aggregate additional undiscounted base rent commitments of approximately $9.3 million over the extended term, excluding variable operating-expense reimbursements.

The expanded premises are expected to be delivered upon substantial completion of landlord improvements, anticipated in the fourth quarter of 2026, which is the expected lease commencement date. Because the amendment was executed, and the expanded premises will be delivered after June 30, 2026, no right-of-use asset or lease liability related to the amendment has been recognized in the accompanying condensed consolidated financial statements as of June 30, 2026. The Company will recognize the related right-of-use asset and lease liability upon commencement.

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.