Seer Adopts Limited Duration Tax Benefit Preservation Plan to Protect its Valuable Tax Assets

Seer (Nasdaq: SEER) adopted a limited-duration tax benefit preservation plan to protect approximately $262 million of net operating loss carryforwards as of December 31, 2025.

Rhea-AI Summary

Seer (Nasdaq: SEER) adopted a limited-duration tax benefit preservation plan to protect approximately $262 million of net operating loss carryforwards as of December 31, 2025. The plan seeks to limit ownership accumulation above 4.9% of Class A stock without Board approval.

The Board declared a dividend of one transferable right per outstanding Class A share, with a record date of March 9, 2026. The NOL Plan expires February 25, 2029, or earlier on February 25, 2027 if shareholders do not ratify it at Seer’s 2026 annual meeting.

Positive

• $262 million of NOLs identified for preservation
• NOL Plan targets ownership shifts to reduce Section 382 impairment risk
• Board-declared rights provide a structured protective mechanism

Negative

• Plan restricts additional acquisitions above 4.9% without Board approval, potentially deterring investors
• If not ratified, the plan expires early on February 25, 2027, shortening protection window

Argus Feb 27 session

-17.31% close to close Open Argus

Details

News Market Reaction – SEER

On Feb 27, the first trading day after this news, SEER closed 17.31% below the previous close.

Data tracked by StockTitan Argus for the Feb 27 session.

Key Figures

Net operating losses: $262 million Ownership threshold: 4.9% "5% stockholders": 5% +5 more

Net operating losses

$262 million

NOLs as of December 31, 2025

Ownership threshold

4.9%

Beneficial ownership level that triggers NOL Plan disincentive

"5% stockholders"

5%

Holders counted for Section 382 ownership change test

Ownership change test window

3 years

Rolling three-year period for Section 382 ownership-change calculation

Ownership change trigger

More than 50 percentage points

Increase in 5% stockholders’ aggregate ownership over lowest level

Record date for rights dividend

March 9, 2026

Shareholders of record receive one right per Class A share

Plan expiration if ratified

February 25, 2029

Scheduled NOL Plan expiration with shareholder ratification

Plan expiration if not ratified

February 25, 2027

Early termination date if shareholders do not ratify NOL Plan

Historical Context

5 past events · Latest: Feb 23

5 events

1. Feb 23

   Activist letter

   24h Move

   +4.0%

   Activist group pressed for governance and operational changes after steep share decline.

2. Feb 19

   Scientific showcase

   24h Move

   +2.5%

   Researchers highlighted Proteograph’s role and advanced proteomic capabilities at US HUPO 2026.

3. Feb 18

   Conference participation

   24h Move

   +2.5%

   Announcement of management participation and fireside chat at TD Cowen conference.

4. Feb 05

   Earnings date notice

   24h Move

   +2.3%

   Scheduled date and webcast details for Q4 and full-year 2025 results release.

5. Dec 01

   Platform validation

   24h Move

   -1.0%

   Nature Genetics study validated Proteograph for population-scale proteomics and pQTL work.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tax benefit preservation plan, net operating loss carryforwards, nols, section 382, +4 more

8 terms

tax benefit preservation plan financial

"adopted a tax benefit preservation plan (“NOL Plan”) designed to help preserve"

A tax benefit preservation plan is a company policy and set of legal steps designed to protect valuable tax attributes—like carryforward losses or credits—from being lost if ownership changes. Think of it as locking up a store’s coupons so a new owner can’t void them; preserving those tax items can lower future tax bills and effectively increase the company’s value, so investors watch these plans as protection of potential after‑tax cash flows.

net operating loss carryforwards financial

"preserve and protect Seer’s valuable income tax net operating loss carryforwards"

Net operating loss carryforwards are tax rules that let a company apply past operating losses against future taxable profits, reducing the amount of tax it must pay when it returns to profitability. Think of it like a negative balance in a tax ledger that can be used to lower future tax bills, improving after-tax cash flow and earnings; investors track the size, expiration rules and any limits because they affect valuation and future cash available to the business.

nols financial

"other tax assets (“NOLs”). As of December 31, 2025, Seer had approximately"

Net operating losses (NOLs) are tax losses a company has recorded when its deductible expenses exceed its taxable income; those losses can be carried forward or sometimes back to reduce taxable income in other years. For investors, NOLs matter because they act like a tax credit bank that can lower future tax bills, boost cash flow, and raise the value of future profits—though rules and ownership changes can limit how and when those benefits are used.

section 382 regulatory

"“ownership change” within the meaning of Section 382 of the Internal Revenue Code."

Section 382 is a U.S. tax rule that limits how much of a company’s past tax losses and other tax attributes can be used to offset future taxable income after the company experiences an ownership change. For investors, it matters because a takeover or large shift in ownership can sharply reduce the tax value of those losses—think of it as a speed limit on how quickly a new owner can use prior losses to lower future taxes, which affects after‑tax earnings and company valuation.

internal revenue code regulatory

"“ownership change” within the meaning of Section 382 of the Internal Revenue Code."

The Internal Revenue Code is the U.S. federal law that sets the rules for calculating, collecting, and enforcing taxes — essentially the country's tax rulebook. It matters to investors because those rules determine how much companies and individuals actually keep after taxes, affecting profits, cash flow, dividend payouts, deal structures and the after-tax return on investments; changes in the Code can change financial outcomes and investment strategy much like a rule change in a game.

ownership change regulatory

"risk of substantial impairment to the NOLs that could result from an “ownership change”"

An ownership change is when the pattern of who controls a company shifts significantly, such as when large blocks of shares are bought or a new group gains majority voting power—think of it as handing the steering wheel to a different driver. It matters to investors because new owners can change strategy, management, dividend policy or risk profile, and such shifts can trigger regulatory filings, tax rules, or forced stock buybacks that affect share value and future returns.

5% stockholders financial

"if the Company’s “5% stockholders” (within the meaning of Section 382"

An investor or group that owns at least five percent of a company's outstanding shares; this level of ownership is often large enough to affect voting outcomes and attract regulatory disclosure rules. Think of it like owning five percent of the houses on a street—enough to sway neighborhood decisions and signal to others that you have a meaningful stake. Investors watch 5% stockholders because their purchases or sales can indicate confidence, trigger strategic moves, or shift control dynamics.

record date financial

"The dividend will be made to shareholders of record as of the close of business on March 9, 2026."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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REDWOOD CITY, Calif., Feb. 26, 2026 (GLOBE NEWSWIRE) -- Seer, Inc. (Nasdaq: SEER), the pioneer and trusted partner for deep, unbiased proteomic insights, today announced that its Board of Directors unanimously adopted a tax benefit preservation plan (“NOL Plan”) designed to help preserve and protect Seer’s valuable income tax net operating loss carryforwards and other tax assets (“NOLs”).

As of December 31, 2025, Seer had approximately $262 million of NOLs. These NOLs, most of which are not currently subject to any expiration date, represent a valuable asset of Seer and are available to reduce Seer’s future federal income tax expense.

The NOL Plan is similar to those adopted by numerous other public companies with significant NOLs. The NOL Plan helps to reduce the risk of substantial impairment to the NOLs that could result from an “ownership change” within the meaning of Section 382 of the Internal Revenue Code. In general, an “ownership change” would occur if the Company’s “5% stockholders” (within the meaning of Section 382 of the Internal Revenue Code) increase their aggregate ownership in Seer over a rolling three-year period by more than 50 percentage points over their lowest aggregate ownership percentage. The Board of Directors adopted the NOL Plan to help to ensure that the NOLs are not impaired, particularly given recent rapid accumulations of Seer’s Class A common stock.

Seer intends to submit the NOL Plan to its shareholders for ratification at Seer’s 2026 annual meeting. The NOL Plan is not designed to prevent any action that the Board of Directors determines to be in the best interest of Seer and all of its shareholders.

The NOL Plan aims to preserve the NOLs by creating a disincentive for any shareholder to accumulate beneficial ownership of 4.9% or more of Seer’s Class A common stock, or further accumulate Seer’s Class A common stock if the shareholder’s beneficial ownership already exceeds 4.9%, in each case without the approval of the Board of Directors. If a shareholder beneficially owns 4.9% or more of Seer’s Class A common stock prior to today’s announcement, then that shareholder can maintain its current ownership but will not be permitted under the NOL Plan to acquire any additional shares without the approval of the Board of Directors.

In connection with its adoption of the NOL Plan, the Board of Directors declared a dividend of one “right” for each outstanding share of Seer’s Class A common stock. The dividend will be made to shareholders of record as of the close of business on March 9, 2026. Any shares of Seer’s Class A common stock that are issued after the record date will be issued together with a right. The distribution of the rights is not taxable to Seer or its shareholders.

The NOL Plan expires on February 25, 2029. However, if shareholders do not ratify the NOL Plan at Seer’s 2026 annual meeting, the NOL Plan will expire on February 25, 2027.

Additional information about the NOL Plan will be available on a Form 8-K to be filed by Seer with the U.S. Securities and Exchange Commission.

About Seer, Inc.

Seer, Inc. (Nasdaq: SEER) sets the standard in deep, unbiased proteomics, delivering insights with scale, speed, precision, and reproducibility previously unattainable by other proteomic methods. Seer’s Proteograph Product Suite uniquely integrates proprietary engineered nanoparticles, streamlined automation instrumentation, optimized consumables, and advanced analytical software to solve challenges conventional methods have failed to overcome. Traditional proteomic technologies have struggled with inconsistent data, limited throughput, and prohibitive complexity, but Seer’s robust and scalable workflow consistently reveals biological insights that others do not. Seer’s products are for research use only and are not intended for diagnostic procedures. For more information about Seer’s differentiated approach and ongoing leadership in proteomics, visit www.seer.bio.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on Seer’s beliefs and assumptions and on information currently available to it on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause Seer’s actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include but are not limited to statements regarding the protection of the NOLs and their value to Seer. These and other risks are described more fully in Seer’s filings with the Securities and Exchange Commission (“SEC”) and other documents that Seer subsequently files with the SEC from time to time. Except to the extent required by law, Seer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Media Contact:
Patrick Schmidt
pr@seer.bio

Investor Contact:
Kelly Gura
investor@seer.bio

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Seer’s NOL Plan and how much tax benefit does it protect (SEER)?

The NOL Plan is a limited-duration measure to preserve net operating losses for tax use. According to the company, it aims to protect approximately $262 million of NOLs as of December 31, 2025, by discouraging ownership changes that could trigger Section 382 limitations.

How does the NOL Plan limit investor purchases of Seer Class A stock (SEER)?

The plan creates a disincentive for accumulating 4.9% or more of Class A stock without Board approval. According to the company, shareholders who own at least 4.9% may keep holdings but cannot buy additional shares without the Board’s consent.

When will Seer distribute the rights tied to the NOL Plan and who receives them (SEER)?

Seer declared one transferable right per outstanding Class A share with a specific record date. According to the company, the dividend of rights is payable to shareholders of record as of March 9, 2026, and later-issued shares will include a right.

How long will Seer’s tax benefit preservation plan remain in effect (SEER)?

The standard term of the NOL Plan runs until February 25, 2029. According to the company, the plan will instead expire on February 25, 2027 if shareholders do not ratify it at Seer’s 2026 annual meeting.

Will the NOL Plan stop transactions the Board deems beneficial to Seer (SEER)?

No; the plan is not designed to block Board-approved actions that are in shareholders’ best interests. According to the company, the Board retains the ability to approve acquisitions or transactions despite the plan’s limits.

Is the distribution of rights taxable to Seer shareholders under the NOL Plan (SEER)?

The rights distribution is not taxable to shareholders or Seer. According to the company, the dividend of one right per outstanding Class A share will be distributed without a taxable event for recipients.