Seer (NASDAQ: SEER) updates tax benefit plan after Delaware action

Rhea-AI Filing Summary

Seer, Inc. amended its Tax Benefit Preservation Plan to clarify the definition of “Beneficial Ownership” and its interaction with Treasury Regulation § 1.382-3(a)(1). The change follows a Delaware Court of Chancery stockholder action challenging the original definition. To resolve the matter and moot the claims, Seer agreed to this amendment and to pay plaintiff’s counsel a $250,000 mootness fee, which will fully satisfy any related claims for attorneys’ fees, costs, and expenses.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 13, 2026

Seer, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39747		82-1153150
(State or other jurisdiction of		(Commission		(I.R.S. Employer
incorporation)		File Number)		Identification No.)

3800 Bridge Parkway, Suite 102

Redwood City, California 94065

(Address of principal executive offices, including zip code)

650-453-0000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last reports)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	SEER	The NASDAQ Stock Market LLC (The NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 13, 2026, Seer, Inc. (the “Company”) entered into Amendment No. 1 to Tax Benefit Preservation Plan (the “Amendment”), which amends the Tax Benefit Preservation Plan, dated as of February 26, 2026 (the “Plan”), between the Company and Computershare Trust Company, N.A., as rights agent.

The Amendment clarifies the definition of “Beneficial Ownership” and its interaction with Treasury Regulation § 1.382-3(a)(1).

On March 3, 2026, a purported stockholder of the Company filed an amended complaint in the Delaware Court of Chancery against the Company and the members of the Board of Directors in the action captioned Taylor v. Farokhzad, C.A. No. 2025-1232- PAF (such action, the “Delaware Action”). The amended complaint challenged certain aspects of the definition of “Beneficial Ownership” in the Plan and asserted that the Plan’s definition of “Beneficial Ownership” could be triggered by an agreement, arrangement, or understanding that would not be considered a change in “economic ownership” under Section 382 of the Internal Revenue Code. The Company believes that the allegations in the Amended Complaint are without merit. Solely to avoid the cost of litigation, the Company agreed to amend the Plan to moot the allegations in the Delaware Action. In connection with dismissal of the Delaware Action as moot, the Company has agreed to pay plaintiff’s counsel a mootness fee of $250,000. This payment would fully satisfy any claims by plaintiff or plaintiff’s counsel for attorneys’ fees, costs, and expenses associated with the Delaware Action.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description	Form		File No.		Exhibit		Filing Date
4.1		Amendment No. 1 to Tax Benefit Preservation Plan, dated as of March 13, 2026, by and between Seer, Inc. and Computershare Trust Company, N.A., as rights agent.							*
104		Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		SEER, INC.
Date: March 16, 2026		By:		/s/ David Horn
				David Horn
				President and Chief Financial Officer

FAQ

What did Seer (SEER) change in its Tax Benefit Preservation Plan?

Seer amended its Tax Benefit Preservation Plan to clarify the definition of “Beneficial Ownership.” The revision explains how that definition interacts with Treasury Regulation § 1.382-3(a)(1), which governs certain ownership calculations under Section 382 of the Internal Revenue Code.

Why was Seer’s Tax Benefit Preservation Plan challenged in Delaware court?

A purported stockholder filed an amended complaint in the Delaware Court of Chancery alleging the plan’s “Beneficial Ownership” definition could be triggered by arrangements not considered changes in “economic ownership” under Section 382. The action was captioned Taylor v. Farokhzad, C.A. No. 2025-1232-PAF.

How did Seer (SEER) respond to the Delaware stockholder action?

Seer stated it believes the allegations are without merit but agreed to amend the Tax Benefit Preservation Plan to clarify “Beneficial Ownership.” The company took this step solely to avoid the cost of litigation and to moot the claims in the Delaware action.

What is the $250,000 mootness fee Seer agreed to pay?

In connection with dismissal of the Delaware action as moot, Seer agreed to pay plaintiff’s counsel a mootness fee of $250,000. This payment will fully satisfy any claims for attorneys’ fees, costs, and expenses arising from that litigation, according to the disclosure.

Does the amendment to Seer’s plan change the company’s view of the lawsuit?

No. Seer explicitly states it believes the allegations in the amended complaint are without merit. The company agreed to amend the Tax Benefit Preservation Plan and pay a mootness fee solely to avoid litigation costs and resolve the Delaware action on a mootness basis.

Where can investors see the full text of Seer’s plan amendment?

The complete Amendment No. 1 to the Tax Benefit Preservation Plan is filed as Exhibit 4.1. The company notes that the brief description provided is qualified in its entirety by reference to this exhibit, which is incorporated by reference into the disclosure.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-4.1 EX-4.1 52.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 30.9 KB