Form 4: J.H. Whitney Converts Preferred Stock to Common Shares Following Caris Life Sciences IPO

J.H. Whitney VI L.P., a 10% owner and director of Caris Life Sciences, Inc., converted over 50 million shares of Series A Preferred Stock into 12.5 million shares of Common Stock following the company's initial public offering.

Summary

• J.H. Whitney VI L.P., along with its general partner J.H. Whitney Equity Partners VI, LLC, and managing members Paul R. Vigano and Robert M. Williams, Jr., reported a change in beneficial ownership in Caris Life Sciences, Inc.
• On June 20, 2025, 50,067,334 shares of Series A Preferred Stock were converted into 12,516,834 shares of Common Stock.
• This conversion occurred automatically upon the closing of Caris Life Sciences, Inc.'s initial public offering (IPO).
• Following the transaction, J.H. Whitney VI L.P. indirectly beneficially owns 20,256,615 shares of Caris Life Sciences, Inc. Common Stock.

Sentiment

Score: 7

Explanation: The filing reports a standard and expected event (preferred stock conversion upon IPO), which is generally a positive milestone for a company and its early investors, indicating a successful public listing.

Positives

• The conversion of preferred stock to common stock indicates the successful closing of Caris Life Sciences, Inc.'s initial public offering (IPO).
• This event provides liquidity for the preferred shareholders and aligns their interests more directly with common shareholders.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Management Comments

• Each share of preferred stock automatically converted into 0.25 shares of Common Stock of the Issuer upon the closing of the initial public offering of the Issuer's Common Stock.
• The securities reported herein are held of record by J.H. Whitney VI L.P. J.H. Whitney Equity Partners VI, LLC is the sole general partner of J.H. Whitney VI L.P. Paul R. Vigano and Robert M. Williams, Jr., as the managing members of J.H. Whitney Equity Partners VI, LLC, share voting and investment power with respect to the shares held by J.H. Whitney VI L.P. Each of J.H. Whitney Equity Partners VI, LLC, Paul R. Vigano and Robert M. Williams, Jr. disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

Industry Context

The conversion of preferred stock to common stock is a standard and expected event for companies undergoing an initial public offering (IPO). This process typically simplifies the capital structure and provides liquidity for early-stage investors.

Comparison to Industry Standards

• The automatic conversion of preferred stock upon an IPO is a common and standard practice in the venture capital and private equity industry, aligning with typical exit strategies for early investors. No specific comparable companies or projects are mentioned in the filing.

Related Party Transactions

• The reported transaction involves a 10% owner and director (J.H. Whitney VI L.P. and its affiliates) converting their preferred shares to common shares, which is a related party transaction inherent to insider reporting.

Stakeholder Impact

• Shareholders: J.H. Whitney VI L.P. and its affiliates now hold common stock, which is publicly traded, potentially increasing liquidity for their investment. This also aligns their interests with other common shareholders.
• Company: The conversion simplifies the capital structure by reducing the number of preferred share classes.

Key Dates

Keywords

Caris Life Sciences, J.H. Whitney, SEC Form 4, Beneficial Ownership, Preferred Stock Conversion, Common Stock, Initial Public Offering, Insider Trading Report, Equity Partners