# Caris Life Sciences, Inc. (CAI) Informational only - not investment advice. CIK: 0002019410 SIC: 8071 Services-Medical Laboratories SIC breadcrumb: [Services](/division/I/) > [SIC Major Group 80](/major-group/80/) > [SIC 8071 Services-Medical Laboratories](/industry/8071/) Latest 10-K filed: 2026-03-03 SEC page: https://www.sec.gov/edgar/browse/?CIK=2019410 Filing source: https://www.sec.gov/Archives/edgar/data/2019410/000201941026000016/cai-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 812033000 | USD | 2025 | 2026-03-03 | | Net income | -68088000 | USD | 2025 | 2026-03-03 | | Assets | 1125663000 | USD | 2025 | 2026-03-03 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-03. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002019410.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | | Revenue | | 306,128,000 | 412,260,000 | 812,033,000 | | Net income | | -341,415,000 | -281,890,000 | -68,088,000 | | Operating income | | -319,551,000 | -257,122,000 | 45,113,000 | | Diluted EPS | | -13.24 | -10.66 | -3.22 | | Operating cash flow | | -276,100,000 | -245,199,000 | 83,155,000 | | Capital expenditures | | 22,319,000 | 8,444,000 | 16,260,000 | | Share buybacks | | 0.00 | 0.00 | 113,000 | | Assets | | | 343,734,000 | 1,125,663,000 | | Liabilities | | | 620,921,000 | 548,356,000 | | Stockholders' equity | -1,702,113,000 | -2,144,950,000 | -2,498,838,000 | 577,307,000 | | Cash and cash equivalents | | | 63,950,000 | 796,274,000 | | Free cash flow | | -298,419,000 | -253,643,000 | 66,895,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | | Net margin | | -111.53% | -68.38% | -8.38% | | Operating margin | | -104.38% | -62.37% | 5.56% | | Return on equity | | | | -11.79% | | Return on assets | | | -82.01% | -6.05% | | Liabilities / equity | | | | 0.95 | | Current ratio | | | 1.30 | 7.85 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0002019410.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2025-Q2 | 2025-06-30 | 181,398,000 | -71,790,000 | -7.97 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 216,833,000 | 24,325,000 | 0.08 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 292,886,000 | 81,957,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 216,174,000 | -510,000 | 0.00 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/2019410/000201941026000044/cai-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high Filing date: 2026-05-08 Report date: 2026-03-31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included in Item 1 of in this Quarterly Report and our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the section titled “Risk Factors” and elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025. See the section titled “Special Note Regarding Forward-Looking Statements” elsewhere in this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless context requires otherwise, references to “we,” “us,” “our,” “Caris,” or “the Company” here refer to Caris Life Sciences, Inc. together with its wholly owned subsidiaries. Overview We are a leading, patient-centric, next-generation AI TechBio company and precision medicine pioneer. We develop and commercialize innovative solutions to transform healthcare through the use of comprehensive molecular information and AI/ML algorithms at scale. Our entire portfolio of precision medicine solutions is designed to benefit patients, with an initial focus on oncology, and serves the clinical, academic, and biopharma markets. We founded Caris in 2008 with the belief and vision that combining a vast set of consistently generated molecular information with robust data-driven insights could realize the potential of precision medicine for patients. We have spent the last 18 years developing and building our portfolio of comprehensive, proprietary molecular profiling solutions and generating what we believe to be one of the largest and most comprehensive multi-modal clinico-genomic datasets in oncology based on tests we have run on over 1,070,000 cases as of March 31, 2026. Our Caris Molecular Intelligence platform is purpose-built to leverage the convergence of next-generation sequencing (“NGS”), artificial intelligence (“AI”) and machine learning (“ML”) technologies, and high-performance computing. The power of our differentiated Caris platform has enabled us to develop the latest generation of advanced precision medicine diagnostic solutions designed to address the entire cancer care continuum, including early detection, minimal residual disease (“MRD”) tracking, therapy selection, and treatment monitoring, as well as to create molecular signatures and discover and develop novel precision medicine therapeutics. Our Molecular Intelligence product portfolio consists of our MI Profile Platform, our whole exome sequencing (“WES”)/whole transcriptome sequencing (“WTS”) tissue-based molecular profiling solutions that have generated the majority of our revenue to date, our Caris Assure Platform, our WES/WTS blood-based molecular profiling solutions, and our Precision Whole Genome Platform, our whole genome sequencing (“WGS”) blood- and tissue-based profiling solutions. Our purpose-built, proprietary multi-omic profiling solutions capture and analyze molecular information from tissue and blood in a comprehensive manner. We believe this approach best positions us to provide actionable treatment pathways from targeted therapies to drive superior clinical outcomes for patients while also generating a rich dataset to power insights and innovation. Our molecular profiling solutions and the data generated by our multi-omic technology platform also provide value to our biopharma partners, such as Moderna, AbbVie, Xencor, Merck KGaA and Genentech, through partnerships that aim to increase the probability of technical and regulatory success of their therapeutic pipelines. We believe that our early foresight to generate comprehensive data at scale over the past many years and build a robust, foundational infrastructure have uniquely positioned Caris to leverage the benefits of biological and technological advances to deliver transformative and advanced innovations in precision medicine and patient care into the future. To our knowledge, we remain the only genomic profiling company to consistently utilize WES and WTS as standard practice on every eligible patient sample. Our in-depth profiling of patient samples has led to the creation of what we believe to be one of the largest and most comprehensive multi-modal clinico-genomic datasets in oncology. With our broad commercial launch of Caris Assure for therapy selection in the first quarter of 2024 and the FDA approval of MI Cancer Seek as a companion diagnostic in the fourth quarter of 2024 followed by the broad commercial launch of MI Cancer Seek in the first quarter of 2025 as the NGS component of the MI Profile Platform, we believe that increased profiling volumes will meaningfully contribute to our growth in 2026 and beyond. 23 Table of Contents Our Caris platform is designed to create a virtuous cycle that can enable continued innovation and improved impact for patients and physicians. We believe our comprehensive approach to profiling will continue to drive demand for our genomic profiling capabilities, leading to further expansion of our clinico-genomic datasets, which provide additional valuable inputs to develop and enhance our solutions, with the ultimate goal of contributing to improved patient results. This continuous feedback loop enabled us to develop the Caris Assure Platform, which utilized genomic data generated by the MI Profile Platform to inform our blood-based bioinformatics algorithms, allowing us to detect previously unknown features and signals in the blood that provide advanced insights into disease development. We believe we will be able to further leverage this process to continue meaningful innovation in precision oncology as well as other chronic disease states, including cardiology, neurology, and metabolic conditions. For the three months ended March 31, 2026 and 2025, we generated total revenue of $216.2 million and $120.9 million, respectively, and incurred net loss of $0.5 million and $102.6 million, respectively. Our Adjusted EBITDA was $26.2 million and $(36.2) million for the three months ended March 31, 2026 and 2025, respectively. While we have achieved net profit for the three months ended September 30, 2025 and December 31, 2025, we may continue to incur net losses in the near future, and our expenses are expected to increase as we continue to invest in developing new solutions, expand our organization, and increase our marketing efforts to continue to launch and drive market adoption of our solutions. Cash flow from operations was $32.9 million and $(31.3) million for the three months ended March 31, 2026 and 2025, respectively. Our free cash flow was $22.5 million and $(34.0) million for the three months ended March 31, 2026 and 2025, respectively. For additional information regarding Adjusted EBITDA and free cash flow, each non-GAAP financial measures, see “—Non-GAAP Financial Measures.” Additionally, as of March 31, 2026, we had cash, cash equivalents, restricted cash and marketable securities of $825.7 million, and the aggregate principal amount of debt outstanding under our existing term loan was $400.0 million. For additional information regarding our liquidity and capital resources, see “—Liquidity and Capital Resources.” Key Factors Affecting Our Performance We believe that our operating performance and future success depend on a number of factors that present significant opportunities for us and may pose risks and challenges, including those discussed below and in the “Risk Factors” section of this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025. •Market acceptance and commercial success of our solutions. Our success and future growth will depend on maintaining and expanding market acceptance of our current and future molecular profiling solutions along with commercial success of these solutions across existing and new customers. Our MI Profile and Caris Assure case volumes have continued to increase over time. Changes in our case volumes and the pricing of our solutions, however, are generally not impacted by the cancer type. For the three months ended March 31, 2026 and 2025, the number of clinical cases was 52,800 and 45,900, respectively. We commercially launched our MI Cancer Seek solution in January 2025 as the WES/WTS NGS component of our MI Profile platform. We initiated the broad commercial launch of Caris Assure for therapy selection in the first quarter of 2024. Realizing the potential of Caris Assure and our future solutions, including Caris Detect, across the cancer treatment continuum is a key component of our business strategy. The commercial success of our solutions will depend upon, among other things, additional validation studies and clinical trials that demonstrate the effectiveness of our solutions, particularly for early detection, multi-cancer early detection (“MCED”), MRD tracking, and treatment monitoring, and the continued adoption of Caris Assure and the adoption of our other solutions, including Caris Detect, by patients, the medical community, and third-party payers. In addition, we expect that our ability to maintain and expand our sales, marketing, and distribution capabilities to support the increased adoption of our molecular profiling solutions will be a key factor in our success. •Biopharma partners. Our revenue also depends on our ability to maintain and expand relationships with our biopharma partners and attract new biopharma partners. As we continue to develop these relationships, we expect to support a growing number of projects and continue to have opportunities to offer our platform to such customers for development and research services. •Development and introduction of new solutions. Our business success will also depend on our ability to develop and commercialize new solutions. We plan to continue to invest in the enhancement of our molecular profiling solutions, the development of new solutions to achieve meaningful innovation in precision oncology and other disease states, and the expansion of our clinico-genomic datasets to drive breakthrough science. We intend to expand the application of Caris Assure to early detection, MCED, MRD tracking, and treatment monitoring. Our ability to develop and commercialize new solutions and services could face many challenges that could impact our future performance and results of operations. Such challenges include, but are not limited to, obtaining regulatory approvals; completing certain clinical development activities, validation studies, and/or clinical trials; having guidelines or recommendations for healthcare providers, administrators, payers, and patient 24 Table of Contents communities relating to such solutions; and receiving favorable exposure in peer-reviewed publications and from key opinion leaders (“KOLs”). •Payer coverage and reimbursements. Our revenue and future revenue growth will depend on our success in achieving broad coverage and adequate reimbursement for our solutions from third-party payers. Coverage and reimbursement by third-party payers, including managed care organizations, private health insurers, and government healthcare programs for the types of solutions we offer can be limited [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K (“Annual Report”). In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Part I. Item 1A. Risk Factors and elsewhere in this Annual Report. See the section titled “Special Note Regarding Forward-Looking Statements” elsewhere in this Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless context requires otherwise, references to “we,” “us,” “our,” “Caris,” or “the Company” here refer to Caris Life Sciences, Inc. together with its wholly owned subsidiaries. The following discussion provides a narrative of our financial condition and results of operations for the year ended December 31, 2025 compared to the fiscal year ended December 31, 2024. A discussion regarding our financial condition and results of operations for the fiscal year ended December 31, 2024, including a comparison to our results of operations for the fiscal year ended December 31, 2023, can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our final prospectus for our initial public offering, dated June 17, 2025 and filed with the Securities and Exchange Commission on June 20, 2025. Overview We are a leading, patient-centric, next-generation AI TechBio company and precision medicine pioneer. We develop and commercialize innovative solutions to transform healthcare through the use of comprehensive molecular information and AI/ML algorithms at scale. Our entire portfolio of precision medicine solutions is designed to benefit patients, with an initial focus on oncology, and serves the clinical, academic, and biopharma markets. We founded Caris in 2008 with the belief and vision that combining a vast set of consistently generated molecular information with robust data-driven insights could realize the potential of precision medicine for patients. We have spent the last 17 years developing and building our portfolio of comprehensive, proprietary molecular profiling solutions and generating what we believe to be one of the largest and most comprehensive multi-modal clinico-genomic datasets in oncology based on the tests we have run on over 1,000,000 cases as of December 31, 2025. Our Caris Molecular Intelligence platform is purpose-built to leverage the convergence of NGS, AI and ML technologies, and high-performance computing. The power of our differentiated Caris platform has enabled us to develop the latest generation of advanced precision medicine diagnostic solutions designed to address the entire cancer care continuum, including early detection, MRD tracking, therapy selection, and treatment monitoring, as well as to create molecular signatures and discover and develop novel precision medicine therapeutics. Our Molecular Intelligence product portfolio consists of our MI Profile Platform, our whole exome sequencing (WES)/whole transcriptome sequencing (WTS) tissue-based molecular profiling solutions that have generated the majority of our revenue to date, our Caris Assure Platform, our WES/WTS blood-based molecular profiling solutions, and our Precision Whole Genome Platform, our whole genome sequencing (WGS) blood- and tissue-based profiling solutions. Our purpose-built, proprietary multi-omic profiling solutions capture and analyze molecular information from tissue and blood in a comprehensive manner. We believe this approach best positions us to provide actionable treatment pathways from targeted therapies to drive superior clinical outcomes for patients while also generating a rich dataset to power insights and innovation. Our molecular profiling solutions and the data generated by our multi-omic technology platform also provide value to our biopharma partners, such as Moderna, AbbVie, Xencor, Merck KGaA and Genentech, through partnerships that aim to increase the probability of technical and regulatory success of their therapeutic pipelines. We believe that our early foresight to generate comprehensive data at scale over the past many years and build a robust, foundational infrastructure have uniquely positioned Caris to leverage the benefits of biological and technological advances to deliver transformative and advanced innovations in precision medicine and patient care into the future. To our knowledge, we remain the only genomic profiling company to consistently utilize WES and WTS as standard practice on every eligible patient sample. Our in-depth profiling of patient samples has led to the creation of what we believe to be one of the largest and most comprehensive multi-modal clinico-genomic datasets in oncology. With our broad commercial launch of Caris Assure for therapy selection in the first quarter of 2024 and the FDA approval of MI Cancer Seek as a companion diagnostic in the fourth quarter of 2024 followed by the broad commercial launch of MI Cancer Seek in the first quarter of 2025 as the NGS component of the MI Profile Platform, we believe that increased profiling volumes will meaningfully contribute to our growth in 2026 and beyond. 96 Table of Contents Our Caris platform is designed to create a virtuous cycle that can enable continued innovation and improved impact for patients and physicians. We believe our comprehensive approach to profiling will continue to drive demand for our genomic profiling capabilities, leading to further expansion of our clinico-genomic datasets, which provide additional valuable inputs to develop and enhance our solutions, with the ultimate goal of contributing to improved patient results. This continuous feedback loop enabled us to develop the Caris Assure Platform, which utilized genomic data generated by the MI Profile Platform to inform our blood-based bioinformatics algorithms, allowing us to detect previously unknown features and signals in the blood that provide advanced insights into disease development. We believe we will be able to further leverage this process to continue meaningful innovation in precision oncology as well as other chronic disease states, including cardiology, neurology, and metabolic conditions. For the years ended December 31, 2025 and 2024, we generated total revenue of $812.0 million and $412.3 million, respectively, and incurred net losses of $68.1 million and $281.9 million, respectively. Our Adjusted EBITDA was $137.7 million and $(189.6) million for the years ended December 31, 2025 and 2024, respectively. We may incur net losses in the near future, and our expenses are expected to increase as we continue to invest in developing new solutions, expand our organization, and increase our marketing efforts to continue to drive market adoption of our solutions. These investments, together with general and administrative expenses, have resulted in positive (negative) cash flows from operations of $83.2 million and $(245.2) million for the years ended December 31, 2025 and 2024, respectively. Our free cash flow was $66.9 million and $(253.6) million for the years ended December 31, 2025 and 2024, respectively. For additional information regarding non-GAAP measures Adjusted EBITDA and free cash flow, see “—Non-GAAP Financial Measures.” Additionally, as of December 31, 2025, we had cash, cash equivalents, restricted cash, and marketable securities of $802.3 million, and the aggregate principal amount of debt outstanding under our existing term loan was $400.0 million. For additional information regarding our liquidity and capital resources, see “—Liquidity and Capital Resources.” On June 20, 2025, we completed our initial public offering (“IPO”) of our common stock, in which the Company issued and sold 23,529,412 shares of its common stock at a price of $21.00 per share, which resulted in net proceeds of $459.5 million after deducting underwriting discounts and commissions and before deducting offering costs of $9.0 million. Additionally, on June 25, 2025, the underwriters exercised their full over-allotment option and purchased from the Company an additional 3,529,411 shares of common stock at the IPO price, which resulted in net proceeds to the Company of $68.9 million after deducting discounts and commissions. Key Factors Affecting Our Performance We believe that our operating performance and future success depend on a number of factors that present significant opportunities for us and may pose risks and challenges, including those discussed below and in Part I. Item 1A. “Risk Factors” of this Annual Report. •Market acceptance and commercial success of our solutions. Our success and future growth will depend on maintaining and expanding market acceptance of our current and future molecular profiling solutions along with commercial success of these solutions across existing and new customers. Our MI Profile and Caris Assure case volumes have continued to increase over time. Changes in our case volumes and the pricing of our solutions, however, are generally not impacted by cancer type. For the years ended December 31, 2025 and 2024, the number of clinical cases was 199,300 and 162,850, respectively. We commercially launched our MI Cancer Seek solution in January 2025 as the WES/WTS NGS component of our MI Profile platform. We initiated the broad commercial launch of Caris Assure for therapy selection in the first quarter of 2024. Realizing the potential of Caris Assure and our future solutions, including Caris Detect, across the cancer treatment continuum is a key component of our business strategy. The commercial success of our solutions will depend upon, among other things, additional validation studies and clinical trials that demonstrate the effectiveness of our solutions, particularly for early detection, MCED, MRD tracking, and treatment monitoring, and the continued adoption of Caris Assure and the adoption of our other solutions, including Caris Detect, by patients, the medical community, and third-party payers. In addition, we expect that our ability to maintain and expand our sales, marketing, and distribution capabilities to support the increased adoption of our molecular profiling solutions will be a key factor in our success. •Biopharma partners. Our revenue also depends on our ability to maintain and expand relationships with our biopharma partners and attract new biopharma partners. As we continue to develop these relationships, we expect to support a growing number of projects and continue to have opportunities to offer our platform to such customers for development and research services. •Development and introduction of new solutions. Our business success will also depend on our ability to develop and commercialize new solutions. We plan to continue to invest in the enhancement of our 97 Table of Contents molecular profiling solutions, the development of new solutions to achieve meaningful innovation in precision oncology and other disease states, and the expansion of our clinico-genomic datasets to drive breakthrough science. We intend to expand the application of Caris Assure to early detection, MCED, MRD tracking, and treatment monitoring. Our ability to develop and commercialize new solutions and services could face many challenges that could impact our future performance and results of operations. Such challenges include, but are not limited to, obtaining regulatory approvals; completing certain clinical development activities, validation studies, and/or clinical trials; having guidelines or recommendations for healthcare providers, administrators, payers, and patient communities relating to such solutions; and receiving favorable exposure in peer-reviewed publications and from KOLs. •Payer coverage and reimbursements. Our revenue and future revenue growth will depend on our success in achieving broad coverage and adequate reimbursement for our solutions from third-party payers. Coverage and reimbursement by third-party payers, including managed care organizations, private health insurers, and government healthcare programs for the types of solutions we offer can be limited and uncertain and may depend on a number of factors, including a payer’s determination that a product is appropriate, medically necessary, and cost-effective. Each payer will make its own decision as to whether to establish a policy or enter into a contract to cover our products and the amount it will reimburse for such products. While the average selling prices (“ASPs”) for Caris Assure, MI Tumor Seek Hybrid, and MI Cancer Seek reimbursed by a particular payer are determined by our arrangements with that payer and do not materially differ by cancer type, any fluctuation or differences in coverage and reimbursement among our third-party payers may impact our overall ASPs and gross margins. Moreover, if we are unable to obtain and/or maintain broad coverage and adequate reimbursement for our solutions from third-party payers, we may not be able to effectively increase our clinical case volume and our revenue would be impacted. •Scaling infrastructure to meet increasing demand. Our financial results are also dependent upon our ability to support current and future levels of demand for our solutions, including MI Profile and Caris Assure. As the volumes of our current and new molecular profiling solutions continue to grow, we will need to simultaneously increase our capacity for sample intake and storage, enhance our customer service, improve our billing and general business processes, expand our internal quality assurance programs, incorporate new equipment, implement new technology systems and processes, expand laboratory capacity, and otherwise extend our operational capabilities to support comprehensive genomic analyses at a larger scale while retaining expected turnaround times. This may result in us purchasing additional equipment, constructing additional facilities, hiring additional qualified labor, and implementing new systems, technology, controls, and procedures. As such, our capital expenditures and cost of services may increase as we continue our efforts to expand capacity. In addition, revenue may be impacted in the event that we are not able to meet the increase in demand. Components of Results of Operations Revenue Revenue consists primarily of the following: Molecular Profiling Services Molecular profiling services revenue is generated from the provision of precision oncology solutions to ordering physicians utilizing MI Profile, MI Cancer Seek (NGS component of MI Profile), and Caris Assure. Revenue is recorded when performance obligations are satisfied, which is deemed to be when the results of the profiling services are provided to the ordering physicians, including certain hospitals, cancer centers, and institutions. Revenue is recorded at the amount that reflects the consideration to which we expect to be entitled from customers and third-party payers in exchange for providing such services. Pharma Research and Development Services Pharma research and development services revenue is generated from the provision of research and development services for biopharma partners utilizing our Caris platform. Given the nature of these services, each contract may contain multiple performance obligations, such as molecular profiling solutions, research services, and strategic data services. Each performance obligation is analyzed, and revenue is recognized as or when such performance obligations are satisfied. The timing and extent of revenue recognized may vary from contract to contract. 98 Table of Contents Costs and Operating Expenses We allocate certain overhead expenses, such as rent, utilities, and depreciation to cost of services and operating expense categories based on headcount and facility usage. As a result, an overhead expense allocation is reflected in cost of services and operating expenses. Cost of Services - Molecular profiling services Cost of molecular profiling services generally consists of cost of materials, direct labor (including bonus and stock-based compensation), equipment maintenance and depreciation expenses associated with processing cases (including accessioning, sequencing, quality control analyses, and shipping charges to transport samples), and freight. Costs associated with completing the molecular profiling services are recorded as the service is performed, regardless of whether revenue is recognized with respect to the service. Cost of Services - Pharma research and development services Cost of services for pharma research and development services generally consists of costs incurred for the performance of the services requested by our biopharma partners related to research and development services. For the development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of services. Cost of services for pharma research and development services will vary depending on the nature, timing, and scope of customer projects. We expect cost of services to increase in absolute dollars as our revenue grows. In the short term, increases to cost of services may outpace revenue growth as we invest in expanding our laboratory capacity and implementing new processes. However, over time, the cost per clinical case is expected to decrease due to economies of scale. Selling and Marketing Expense Our selling and marketing expense includes costs associated with our sales organization, including our direct sales force and sales management, marketing, and business development personnel. These expenses consist principally of salaries, incentive compensation, bonuses, employee benefits, travel, and stock-based compensation, as well as marketing and educational activities. We expense all selling and marketing expenses as incurred. We believe that our marketing activities continue to drive awareness and differentiate our existing and future solutions. We expect our selling and marketing expenses to continue to increase in absolute dollars as we expand our sales force and continue to grow our presence within and outside of the United States. General and Administrative Expense Our general and administrative expense includes costs for our executive, accounting and finance, legal, information technology, billing, and human resources functions. These expenses consist principally of salaries, bonuses, employee benefits, travel, and stock-based compensation, as well as professional services fees (such as audit and tax consulting), general corporate costs, and allocated overhead expenses. While we expect our general and administrative expenses will increase in absolute dollars as we continue to invest in our growth and operate as a public company, we expect them to decline as a percentage of revenue over time as we scale our business and leverage our investments already made. We expect to incur additional expenses, primarily due to the additional costs of operating as a public company, which include additional legal, accounting, corporate governance, and investor relations expenses, as well as higher directors’ and officers’ insurance premiums. In addition, we incur stock-based compensation expense related to our equity incentive plans. Research and Development Expense Our research and development expense consists of costs incurred in performing research and development activities. These expenses include direct costs for salaries and benefits, supplies used in research and development, contract services and other outside costs, costs to acquire in-process research and development projects and technologies that have no alternative future use, and allocated overhead expenses. We expect that our overall research and development expenses will vary from period to period as a percentage of revenue, as projects are initiated and completed. 99 Table of Contents Other Income (Expense), Net Interest Income Interest income consists primarily of interest earned on our cash and cash equivalents and marketable securities. Interest Expense Interest expense consists primarily of contractual interest expense on our term loan, amortization of the debt discount related to our term loan and convertible notes, and interest expense on our finance leases. Changes in Fair Value of Financial Instruments Changes in fair value of financial instruments consists of changes in the fair value of the warrant liability and changes in the fair value of derivative liabilities. Our warrants were classified as a liability on our consolidated balance sheets and re-measured to fair value at each balance sheet date with the corresponding changes in fair value recorded within changes in fair value of financial instruments. All warrants were exercised upon the closing of the IPO. Other Expense, Net Other expense, net consists of items related to foreign currency gains and losses, and additional immaterial items. 100 Table of Contents Results of Operations The following table sets forth a summary of our results of operations for the periods presented: (amounts in thousands) Years Ended December 31, 2025 2024 2023 Revenue: Molecular profiling services $ 766,719  $ 349,115  $ 278,748  Pharma research and development services 45,314  63,145  27,380  Total revenue 812,033  412,260  306,128  Costs and operating expenses (1): Cost of Services - Molecular profiling services 262,353  223,075  207,509  Cost of Services - Pharma research and development services 10,512  10,403  9,309  Selling and marketing expense 167,506  152,602  142,925  General and administrative expense 224,965  169,386  149,053  Research and development expense 101,584  113,916  116,883  Total costs and operating expenses 766,920  669,382  625,679  Income (Loss) from operations 45,113  (257,122) (319,551) Other expense, net: Interest income 16,497  7,122  11,258  Interest expense (56,853) (50,025) (31,610) Changes in fair value of financial instruments (52,285) 18,484  11,094  Other expense, net (20,560) (349) (12,606) Total other expense, net (113,201) (24,768) (21,864) Loss before income taxes and provision for income taxes (68,088) (281,890) (341,415) Provision for income taxes —  —  —  Net loss $ (68,088) $ (281,890) $ (341,415) ____________________________ (1)Costs and operating expenses contains the following stock-based compensation expense: Years Ended December 31, 2025 2024 2023 (amounts in thousands) Cost of services - Molecular profiling services $ 3,591  $ 1,669  $ 1,504  Cost of services - Pharma research and development services 25  11  10  Selling and marketing expense 9,582  4,301  3,400  General and administrative expense 45,684  8,448  6,983  Research and development expense 11,124  4,214  3,344  Total $ 70,006  $ 18,643  $ 15,240  101 Table of Contents The following table sets forth our results of operations as a percentage of revenue for the periods presented: Years Ended December 31, 2025 2024 2023 Revenue: Molecular profiling services 94 % 85 % 91 % Pharma research and development services 6 % 15 % 9 % Total revenue 100 % 100 % 100 % Costs and operating expenses (1): Cost of Services - Molecular profiling services 32 % 54 % 68 % Cost of Services - Pharma research and development services 1 % 3 % 3 % Selling and marketing expense 21 % 37 % 47 % General and administrative expense 28 % 41 % 49 % Research and development expense 13 % 28 % 38 % Total costs and operating expenses 94 % 162 % 204 % Income (Loss) from operations 6  % (62) % (104) % Other expense, net: Interest income 2 % 2 % 4 % Interest expense (7) % (12) % (10) % Changes in fair value of financial instruments (6) % 4 % 4 % Other expense, net (3) % —  % (4) % Total other expense, net (14) % (6) % (7) % Loss before income taxes and provision for income taxes (8) % (68) % (112) % Provision for income taxes — % — % — % Net loss (8) % (68) % (112) % Comparison of the Years Ended December 31, 2025 and 2024 Revenue Years Ended December 31, Change 2025 2024 $ % (amounts in thousands) Molecular profiling services $ 766,719  $ 349,115  $ 417,604  119.6 % Pharma research and development services 45,314  63,145  (17,831) (28.2) % Total revenue $ 812,033  $ 412,260  $ 399,773  97.0 % Total revenue was $812.0 million for the year ended December 31, 2025, compared to $412.3 million for the year ended December 31, 2024, an increase of $399.8 million, or 97.0%. Molecular Profiling Services Revenue Molecular profiling services revenue increased to $766.7 million for the year ended December 31, 2025, from $349.1 million for the year ended December 31, 2024, an increase of $417.6 million, or 119.6%. MI Profile and Caris Assure clinical testing revenue increased year over year, driven primarily by higher reimbursement and higher clinical case volume. The average selling price for our MI Profile platform increased due to the launch of MI Cancer Seek and the associated higher reimbursement. In addition, therapy selection clinical cases increased from 146,600 MI Profile cases and 16,250 Caris Assure cases for the year ended December 31, 2024, to 170,300 MI Profile cases and 29,000 Caris Assure cases for the year ended December 31, 2025. Revenue from clinical cases for patients covered by Medicare represented approximately 39.6% and 39.0% of our molecular profiling services revenue for the years ended December 31, 2025 and 2024, respectively. 102 Table of Contents The following table sets forth the relative impacts of clinical volume and ASP on our increase in molecular profiling services revenue from 2024 to 2025. (amounts in thousands) Molecular profiling services revenue for the twelve months ended December 31, 2024 $ 349,115  MI Profile volume increase 51,979  MI Profile ASP increase due to solution and payer mix 311,383  Caris Assure for therapy selection volume and ASP increase 54,242  Molecular profiling services revenue for the twelve months ended December 31, 2025 $ 766,719  Pharma Research and Development Services Revenue Pharma research and development services revenue decreased to $45.3 million for the year ended December 31, 2025, from $63.1 million for the year ended December 31, 2024, a decrease of $17.8 million, or 28.2%. This decrease was primarily attributed to the timing of contract execution of $18.9 million, along with a reduction in research revenue of $1.0 million. The decreases were partially offset by an increase within pharma profiling services of $2.1 million. Cost of Services Years Ended December 31, Change 2025 2024 $ % (amounts in thousands) Cost of services - Molecular profiling services $ 262,353  $ 223,075  $ 39,278  17.6  % Cost of services - Pharma research and development services $ 10,512  $ 10,403  $ 109  1.0  % Cost of Services - Molecular Profiling Services Cost of services - Molecular profiling services was $262.4 million for the year ended December 31, 2025, compared to $223.1 million for the year ended December 31, 2024, an increase of $39.3 million, or 17.6%. The blood laboratory contributed a $28.3 million increase, in addition to an increase within the tissue laboratory of $11.0 million. The blood laboratory increase was primarily driven by an increase in materials and related testing costs of $22.4 million, an increase in labor costs of $3.2 million, and a $4.3 million increase in utilities, rent, and allocated overhead, due to the increased volume from broad launch in the first quarter of 2024, offset by a decrease in inventory adjustments of $0.5 million. The tissue lab increase was driven primarily by an increase in materials and related testing costs of $5.6 million, an increase in labor costs of $5.1 million, and a $0.9 million increase in utilities, rent, and allocated overhead, driven by increased case volume. Cost of Services - Pharma Research and Development Services Cost of services - Pharma research and development services was $10.5 million for the years ended December 31, 2025 and 2024. Gross Profit Gross profit, calculated as total revenue less cost of services, was $539.2 million for the year ended December 31, 2025, compared to $178.8 million for the year ended December 31, 2024, an increase of $360.4 million, or 201.6%, primarily due to the increase in molecular profiling services revenue. 103 Table of Contents Selling and Marketing Expense Years Ended December 31, Change 2025 2024 $ % (amounts in thousands) Selling and marketing expense $ 167,506  $ 152,602  $ 14,904  9.8  % Selling and marketing expenses were $167.5 million for the year ended December 31, 2025, compared to $152.6 million for the year ended December 31, 2024, an increase of $14.9 million, or 9.8%. This increase was primarily due to a $10.4 million increase in personnel costs to support existing solutions, a $1.0 million increase in professional services, and a $2.7 million increase in travel and marketing expenses. General and Administrative Expense Years Ended December 31, Change 2025 2024 $ % (amounts in thousands) General and administrative expense $ 224,965  $ 169,386  $ 55,579  32.8  % General and administrative expenses were $225.0 million for the year ended December 31, 2025, compared to $169.4 million for the year ended December 31, 2024, an increase of $55.6 million, or 32.8%. This increase was primarily due to an increase of $37.2 million in stock-based compensation, primarily driven by expense from awards with an IPO-related vesting condition, a $13.9 million increase in labor costs and benefits associated with an expansion of personnel, a $9.2 million increase in consulting, audit and legal professional fees, a $2.7 million increase related to utilities and cloud computing usage, a $1.5 million increase in insurance expenses, a $2.0 million increase related to an increase in software licenses held, and a $3.5 million increase in travel expenses, offset by a $14.0 million decrease in depreciation expense. Research and Development Expense Years Ended December 31, Change 2025 2024 $ % (amounts in thousands) Research and development expense $ 101,584  $ 113,916  $ (12,332) (10.8) % Research and development expenses were $101.6 million for the year ended December 31, 2025, compared to $113.9 million for the year ended December 31, 2024, a decrease of $12.3 million, or 10.8%. The decrease was primarily driven by a reduction of $15.8 million in material and reference testing costs associated with the development of Caris Assure and FDA submission of MI Cancer Seek in 2024 and a $2.1 million reduction in allocated overhead, partially offset by a $4.4 million increase in labor costs, benefits, and stock-based compensation primarily from awards with an IPO-related vesting condition and a $2.0 million increase in utilities and cloud computing usages. Other Expense, Net Years Ended December 31, Change 2025 2024 $ % (amounts in thousands) Interest income $ 16,497  $ 7,122  $ 9,375  131.6  % Interest expense (56,853) (50,025) (6,828) 13.6 % Changes in fair value of financial instruments (52,285) 18,484  (70,769) (382.9 %) Other expense, net (20,560) (349) (20,211) 5,791.1  % Total other expense, net $ (113,201) $ (24,768) $ (88,433) 357.0 % 104 Table of Contents Interest Income Interest income was $16.5 million for the year ended December 31, 2025, compared to $7.1 million for the year ended December 31, 2024, an increase of $9.4 million, or 131.6%. This increase was primarily due to higher cash balances within our interest-earning bank accounts. Interest Expense Interest expense was $56.9 million for the year ended December 31, 2025, compared to $50.0 million for the year ended December 31, 2024, an increase of $6.8 million, or 13.6%. This increase was primarily due to increased interest expense associated with $200.0 million of additional borrowing under the 2023 Term Loan, which was drawn on March 5, 2024, and increased amortization of debt discount associated with the 2025 Convertible Notes (as defined below). Changes in Fair Value of Financial Instruments Changes in fair value of financial instruments was $(52.3) million for the year ended December 31, 2025, compared to $18.5 million for the year ended December 31, 2024, a decrease of $70.8 million, or 382.9%. This decrease is mainly driven by the change in warrant and derivative fair values, along with their extinguishment at IPO, during the year ended December 31, 2025. Other Expense, Net Other expense, net was $20.6 million for the year ended December 31, 2025, compared to $0.3 million for the year ended December 31, 2024, an increase of $20.2 million. This increase was primarily due to the debt extinguishment expense of the 2025 Convertible Notes recorded of $19.9 million upon the IPO during the year ended December 31, 2025. Non-GAAP Financial Measures We use certain non-GAAP financial measures to supplement our consolidated financial statements, which are presented in accordance with GAAP. We believe the non-GAAP financial measures we use, Adjusted EBITDA and free cash flow, are useful in evaluating our performance and liquidity. Our non-GAAP financial measures have limitations as analytical tools, however, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Adjusted EBITDA We define Adjusted EBITDA as net loss, adjusted to exclude interest income, interest expense, changes in fair value of financial instruments, other expense, net, the provision for (benefit from) income taxes, depreciation and amortization, and stock-based compensation expense. We use Adjusted EBITDA in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance. We believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. In addition, it provides a useful measure for period-to-period comparisons of our business, as it removes the effect of certain non-cash expenses and certain variable charges. Some of the limitations related to the use of Adjusted EBITDA as an analytical tool include: •it does not reflect interest income, interest expense or other non-operating gains and losses, which may represent an increase to or reduction in cash available to us; •it does not reflect recurring, non-cash expenses of depreciation of property and equipment and amortization of right-of-use assets and intangible assets, and although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future; •it does not reflect the impact of stock-based compensation expense, which has been, and will continue to be a part of our compensation strategy; and •it may be calculated differently than similarly titled measures used by other companies, which reduces its usefulness as a comparative measure. 105 Table of Contents Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net loss and our other GAAP results. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as, or similar to, some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA. The following table provides a reconciliation of net loss, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA for the periods presented: Years Ended December 31, 2025 2024 (amounts in thousands) Net loss $ (68,088) $ (281,890) Interest income (16,497) (7,122) Interest expense 56,853  50,025  Changes in fair value of financial instruments 52,285  (18,484) Other expense, net 20,560  349  Depreciation and amortization expense 22,615  48,913  Stock-based compensation expense 70,006  18,643  Adjusted EBITDA $ 137,734  $ (189,566) Free Cash Flow We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment. We believe free cash flow is a useful measure of liquidity that provides an additional basis for assessing our ability to generate cash. Some of the limitations related to the use of free cash flow as an analytical tool include: •it does not reflect our future contractual commitments; •it does not represent our total residual cash flow for a given period; and •it may be calculated differently than similarly titled measures used by other companies, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider free cash flow alongside other financial performance measures, including net cash provided by (used in) operating activities, capital expenditures, and our other GAAP results. The following table provides a reconciliation of net cash provided by (used in) operating activities, the most directly comparable financial measure presented in accordance with GAAP, to free cash flow for the periods presented: Years Ended December 31, 2025 2024 (amounts in thousands) Net cash provided by (used in) operating activities $ 83,155  $ (245,199) Less: purchases of property and equipment (16,260) (8,444) Free cash flow $ 66,895  $ (253,643) Liquidity and Capital Resources Sources of Liquidity We may incur net losses in the near future, and our expenses will increase as we continue to invest in developing new solutions, expand our organization, and increase our marketing efforts to continue to drive market adoption of our solutions. As of December 31, 2025, we had an accumulated deficit of $2.5 billion. To date, we have funded our operations principally from the issuance of stock in private financings, issuance of common stock through our IPO, term loan borrowings and convertible debt, and through revenue from molecular profiling and pharma research and development services. As of December 31, 2025, we had cash and cash equivalents of 106 Table of Contents $796.3 million and short-term marketable securities of $2.3 million. We believe our existing cash and cash equivalents (which includes the net proceeds from our Pre-IPO Financing (defined in Note 2 to our consolidated financial statements, included in Part II. Item 8 “Financial Statements and Supplementary Data” of this Annual Report) and the IPO), short-term marketable securities, and anticipated cash flows from operations will provide sufficient capital and liquidity to fund our operating expenses and capital expenditure requirements for at least the next 12 months. We may, however, continue to require additional capital to meet our operational needs. See “—Indebtedness” and “—Cash Requirements” below for additional information regarding our cash requirements and various factors that may impact our liquidity and capital resources. Cash Flows The following table summarizes our cash flows for the periods presented: Years Ended December 31, 2025 2024 2023 (amounts in thousands) Net cash provided by (used in) operating activities $ 83,155  $ (245,199) $ (276,100) Net cash provided by (used in) investing activities $ (16,260) $ 52,932  $ 214,774  Net cash provided by financing activities $ 664,989  $ 200,292  $ 10,132  Operating Activities Net cash provided by operating activities during the year ended December 31, 2025 was $83.2 million, which was due to net non-cash charges of $184.4 million, offset by a net loss of $68.1 million and a net change in our operating assets and liabilities of $33.1 million. The net change in our operating assets and liabilities was primarily the result of a $29.8 million increase in accounts receivable, a $20.8 million increase in supplies, and a $5.2 million increase in prepaid expenses and other current assets, offset by an $11.0 million increase in accounts payable, and an $11.5 million increase in accrued expenses and other liabilities. Net non-cash charges primarily consisted of $22.6 million of depreciation and amortization expense, $70.0 million of stock-based compensation expense (including $19.5 million of stock-based compensation expense associated with RSUs vested upon the IPO), $5.6 million of non-cash operating lease expense, $12.8 million in amortization of debt discount costs, a $52.3 million loss within changes in the fair value of financial instruments, and a $19.9 million loss on debt extinguishment associated with our IPO. Net cash used in operating activities during the year ended December 31, 2024 was $245.2 million, which was primarily due to a net loss of $281.9 million and a net change in our operating assets and liabilities of $29.1 million, offset by net non-cash charges of $65.8 million. The net change in our operating assets and liabilities was primarily the result of a $33.8 million increase in accounts receivable, and a $1.4 million increase in prepaid expenses and other current assets, offset by a $5.5 million decrease in supplies, and a $0.8 million increase in accrued expenses and other liabilities. Net non-cash charges primarily consisted of $48.9 million of depreciation and amortization expense, $18.6 million of stock-based compensation expense, $5.6 million of non-cash operating lease expense, and $7.1 million in amortization of debt discount costs, offset by a $18.5 million gain within changes in the fair value of financial instruments. Investing Activities Net cash used in investing activities during the year ended December 31, 2025 was $16.3 million, which was primarily due to purchases of property and equipment of $16.3 million. Net cash provided by investing activities during the year ended December 31, 2024 was $52.9 million, which was primarily due to maturities of marketable securities of $61.4 million, offset by purchases of property and equipment of $8.4 million. Financing Activities Net cash provided by financing activities during the year ended December 31, 2025 was $665.0 million, which was primarily due to proceeds from exercises of stock options of $7.6 million, issuance of Series E Preferred Stock, net of issuance costs, of $87.6 million, issuance of Series F Preferred Stock, net of issuance costs, of $33.6 million, issuance of the 2025 Convertible Notes, net of issuance costs, of $27.9 million, issuance of warrants of $10.3 million, and proceeds from the IPO, net of underwriting discounts and commissions, of $528.5 million, offset by the payment of taxes withheld 107 Table of Contents from net settlement of equity awards of $18.6 million, payment of deferred offering costs of $7.7 million, and payments from debt modification of $4.0 million. Net cash provided by financing activities during the year ended December 31, 2024 was $200.3 million, which was primarily due to proceeds from issuance of additional borrowings under the 2023 Term Loan Agreement on March 5, 2024, net of issuance costs, of $200.0 million. Indebtedness In January 2023, we entered into a term loan agreement, as amended (the “2023 Term Loan Agreement”) with OrbiMed Royalty & Credit Opportunities III, LP, OrbiMed Royalty & Credit Opportunities IV, LP, and Braidwell Transaction Holdings LLC (the “Lenders”), pursuant to which we issued senior, secured promissory notes and the Lenders agreed to lend us up to an aggregate principal amount of $400.0 million (the “2023 Term Loan”), $200.0 million of which was drawn down upon issuance of the notes. Net cash proceeds to us were $189.0 million, after deducting customary debt discounts and debt issuance costs. The net proceeds were used to repay in full our then-outstanding term loans, including an aggregate principal amount of $175.0 million, a prepayment premium of $5.0 million, and accrued and unpaid interest of $1.0 million. In March 2024, we drew down the remaining $200.0 million under the 2023 Term Loan Agreement. As of December 31, 2025, we had $400.0 million of borrowings outstanding under the 2023 Term Loan Agreement. The aggregate principal amount outstanding under the 2023 Term Loan Agreement is due and payable on January 18, 2028. If an event of default occurs and is continuing, the 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, we may be subject to a prepayment penalty based on the timing of repayment. The aggregate principal amount under the 2023 Term Loan Agreement 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 December 31, 2025, the interest rate was 10.5%. 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 term loan is 12.3%. Our obligations under the 2023 Term Loan Agreement are secured by a first lien security interest in substantially all of our assets and our subsidiaries’ assets. The 2023 Term Loan Agreement contains certain customary representations and warranties, affirmative and negative covenants, financial covenants, and events of default applicable to us and our subsidiaries. Additional covenants include those restricting dispositions, fundamental changes to our business, mergers or acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates, and subordinated debt. As of December 31, 2025, we were in compliance with all covenants under the 2023 Term Loan Agreement. On April 1, 2025, we closed a private financing in which we issued a combination of senior convertible notes (the “2025 Convertible Notes”), Series E convertible preferred stock and Series F convertible preferred stock, for an aggregate of $167.7 million. The 2025 Convertible Notes were issued in an aggregate principal amount of $30.0 million. The 2025 Convertible Notes accrued interest at a rate of 8% per annum, payable quarterly in cash, and were to mature on January 1, 2026 unless earlier converted. In connection with this financing, we also issued warrants to acquire shares of common stock to the holders of the 2025 Convertible Notes. These warrants were not initially exercisable for any shares of common stock, but such warrants became exercisable for a specified dollar value of shares on a monthly basis commencing on June 1, 2025 if we had not completed an initial public offering by such date. Any exercisable portion of the warrants were automatically exercised prior to the closing of the IPO, such warrants terminated upon the closing of the IPO and all 2025 Convertible Notes (plus accrued interest) converted into shares of common stock upon the closing of the IPO. Cash Requirements Our primary use of cash is to fund operating expenses and capital expenditures (including leases of equipment and buildings), which consist of research and development expenditures, general and administrative expenditures, selling and marketing expenditures, clinical and regulatory expenditures, purchases of testing equipment, and build out of our laboratories. Cash used to fund such activities is impacted by the timing of when we pay or prepay these expenses. We expect that we will continue to require additional capital to fund our operations and to continue to fund investments in the development and marketing of our solutions for the foreseeable future. In 2026, we expect to incur 108 Table of Contents increased expenses related to commercial expansion and increase in pipeline trial activities. We may need or determine to raise additional capital through private or public equity or debt financings, through collaborative or other arrangements with corporate sources, or through other sources of financing. Requirements for additional capital will depend on many factors, including: •the scope, timing, rate of progress and costs of our research efforts, preclinical development activities, laboratory testing, and clinical trials for our solutions; •the number and scope of clinical programs we decide to pursue; •the costs of expanding, maintaining, and upgrading our laboratory infrastructure, including investments in sequencing capacity, equipment, and related technology; •the cost, timing, and outcome of preparing for and undergoing regulatory review of our solutions; •the scope and costs of development and commercial manufacturing activities; •the cost and timing associated with commercializing and marketing our solutions, including any regulatory authorization or marketing approval that may be required and the expansion of our commercial teams; •the extent to which we acquire or in-license other complementary solutions or technologies; •the costs of preparing, filing, and prosecuting patent applications, maintaining and enforcing our intellectual property rights, and defending intellectual property-related claims; •our ability to establish and maintain collaborations on favorable terms, if at all; •our efforts to enhance operational systems and our ability to attract, hire, and retain qualified personnel; •our success in achieving broad coverage and adequate reimbursement for our solutions from third-party payers; •our implementation of operational, financial, and management systems; and •the costs associated with being a public company. A change in the outcome of any of these or other variables with respect to the development and commercialization of any of our solutions could significantly change the costs and timing associated with such development and commercialization. Furthermore, our operating plans may change in the future, and we will continue to require additional capital to meet operational needs and capital requirements associated with such operating plans. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in conformity with GAAP. Any reference in this section to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. While our significant accounting policies are described in Note 2 to our consolidated financial statements, included in Part II. Item 8 “Financial Statements and Supplementary Data” of this Annual Report, we believe that the following critical accounting policies are most important to understanding and evaluating our reported financial results. Revenue We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides a five-step framework through which revenue is recognized when control of promised goods or services is transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract(s); (iii) determine the transaction price, including whether there are any constraints on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. At contract inception, once a contract is determined to be within the scope of ASC 606, we assess whether individual goods or services promised within each contract are distinct and, therefore, represent separate performance obligations. Molecular Profiling Services We recognize revenue from our molecular profiling services at the time when the results of the profiling services are delivered to ordering physicians, including certain hospitals, cancer centers, and institutions. We identify each sale of 109 Table of Contents our profiling case as a single performance obligation. We estimate the transaction price based on our historical collection experience using a portfolio approach for third-party payers and patients with similar reimbursement characteristics. This includes analysis of an average reimbursement per case per portfolio and a percentage of cases reimbursed by considering the historical reimbursement data (including any refunds and recoupments) from such third-party payers and patients, current contractual and statutory requirements, patient insurance eligibility and payer reimbursement contracts, and any known or current or anticipated reimbursement trends not reflected in the historical data. We monitor the estimated amount to be collected in the portfolio at each reporting period. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to molecular profiling services in the period of change. Pharma Research and Development Services Contracts with biopharma partners may include multiple distinct performance obligations, such as provision of molecular profiling services, pharma research and development services, and strategic data services. For each of our contracts with biopharma partners, we evaluate the terms and conditions to identify distinct performance obligations. For each performance obligation determined, based on when and how it is delivered, we recognize revenue either when or as such obligation is delivered. Under contracts that include a performance obligation to provide molecular profiling services, to facilitate the development and regulatory approval of drugs, or to provide target discovery services, we receive payments upon the achievement of milestones, as well as provision of on-going support. We recognize pharma research and development services revenue over the period in which pharma research and development services are provided. Depending on the nature of the service, we recognize revenue using either the output or input method to measure progress, whichever provides a more faithful depiction of the transfer of goods or services. Use of an output method or input method to depict the transfer of services generally does not result in a material difference with respect to the timing of revenue recognition because most services commence and end within the same reporting period. We determine the transaction price of each performance obligation by considering the historical selling price of similar transactions, where applicable, as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of our competitors, industry publications, and current pricing practices. Stock-Based Compensation We have granted stock-based awards consisting primarily of stock options and RSUs to employees, consultants, other service providers and members of our board of directors. We account for stock-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation. Stock-based compensation expense is measured based on the fair value of the awards as of the grant date and is recognized as expense over the requisite service period, which is generally the vesting period. The fair value of stock option awards as of the date of the grant is estimated by applying the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards. These assumptions include the following: •Fair value per share of the underlying stock. Prior to our common stock being publicly traded, the fair value of the common stock underlying our stock options was determined by our compensation committee, with input from valuation reports prepared by third-party valuation specialists. Subsequent to our IPO, the fair value of our common stock is determined based on the closing market price of our common stock. •Expected price volatility. Prior to our common stock being publicly traded, the expected price volatility for our stock options was determined by using an average of historical volatilities of selected industry peers deemed to be comparable to our business and corresponding to the expected term of the awards. Subsequent to our IPO, expected volatility is based on the historical volatility of our common stock. •Risk-free interest rate. The risk-free interest rate was based on the U.S. treasury yield curve in effect at the time of grant for U.S. treasury notes with maturities corresponding to the expected term of the awards. •Expected term. The expected term of stock options represented the period of time over which the options granted were expected to remain outstanding and was based on our estimate, taking into consideration vesting terms, contractual terms, and historical actual lives. Options granted have a maximum term of 10 years. Due to the lack of historical option exercise data, we utilized the simplified method for determining the expected term. •Expected dividend rate. We have never declared or paid any cash dividends, and we do not intend to pay any cash dividends in the foreseeable future. Therefore, we use an expected dividend yield of zero percent. 110 Table of Contents •Expected forfeitures. Forfeitures are estimated at the time of grant and reduce compensation expense ratably over the vesting period. This estimate is based on historical forfeitures and is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate. Following the IPO, the fair value of RSUs is based on the closing price of our common shares on the Nasdaq Global Select Market on the trading day prior to the grant date. We will continue to use judgment in evaluating the assumptions related to our stock-based compensation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimation process, which could materially impact our future stock-based compensation expense. Emerging Growth Company Status The JOBS Act permits an “emerging growth company” such as us to delay the adoption of new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period for complying with new or revised accounting standards and, as a result, our results of operations and financial statements may not be comparable to those of companies that have adopted the new or revised accounting standards. We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion in total annual gross revenue; (2) the date on which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur on the last day of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the last business day of the second fiscal quarter of such year; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of the date of the completion of the IPO (i.e. the fiscal year ending December 31, 2030). Recent Accounting Pronouncements See Note 2 of our consolidated financial statements, included in Part II. Item 8 “Financial Statements and Supplementary Data” of this Annual Report, for more information regarding recently issued accounting pronouncements.