Caris Life Sciences adopts 3% ownership threshold for derivative proceedings

Caris Life Sciences, Inc.

Board approved amendment to bylaws on October 30, 2025 requiring 3% beneficial ownership to institute or maintain a derivative proceeding.
Threshold applies to any shareholder or group of shareholders acting together under the Texas Business Organizations Code.
Changes are effective immediately; full text of amended bylaws filed as Exhibit 3.1.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Caris Life Sciences, Inc.: Amended bylaws to require a shareholder (or group of shareholders acting together) to beneficially own at least 3% of outstanding shares to institute or maintain a derivative proceeding (effective 2025-10-30).

Change: bylaw amendment
Effective: 2025-10-30

Exact text from the filing

On October 30, 2025, the Board of Directors of Caris Life Sciences, Inc. (the “ Company ”) approved and adopted an amendment and restatement of the Company’s bylaws (the “ Bylaws ”) to provide that a shareholder (defined, in accordance with the Texas Business Organizations Code, to include a group of shareholders acting together) must beneficially own, at the time the derivative proceeding is instituted, a number of shares of common stock equal to at least three percent of the Company’s outstanding shares to institute or maintain a derivative proceeding.

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Source: SEC EDGAR

accession 0002019410-25-000020

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