Seer board rejects CEO’s $2.45-per-share buyout bid

Rhea-AI Filing Summary

Seer, Inc. reported that a Special Committee of its Board of Directors, composed of independent directors Meeta Gulyani and Nicolas Roelofs, Ph.D., has thoroughly reviewed and unanimously rejected an unsolicited, non-binding proposal received on July 1, 2026 from Chair and CEO Omid Farokhzad, M.D.

The Proposal sought to acquire all outstanding shares of Seer’s Class A common stock for $2.45 per share in cash plus two contingent value rights. After consulting independent advisors, the Special Committee determined the Proposal is not in the best interests of stockholders because it undervalues Seer and does not adequately reflect its long-term growth prospects, noting that the contingent value rights were insufficient to capture the potential value of Seer’s technology.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Proposed purchase price: $2.45 per share Contingent value rights: 2 Special Committee members: 2 independent directors +2 more

5 metrics

Proposed purchase price $2.45 per share Cash consideration offered for each outstanding share of Class A common stock

Contingent value rights 2 Number of separate contingent value rights included per share in the Proposal

Special Committee members 2 independent directors Meeta Gulyani and Nicolas Roelofs, Ph.D., serving on Seer’s Special Committee

Proposal receipt date July 1, 2026 Date Seer received the unsolicited, non-binding acquisition proposal

Rejection announcement date July 20, 2026 Date Seer announced the Special Committee’s unanimous rejection of the Proposal

Key Terms

contingent value rights, Special Committee, fiduciary duties, forward-looking statements, +1 more

5 terms

contingent value rights financial

"for $2.45 per share in cash plus two separate contingent value rights"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

Special Committee regulatory

"the Special Committee of Seer’s Board of Directors, consisting of independent directors"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

fiduciary duties regulatory

"Consistent with its fiduciary duties, the Special Committee carefully reviewed the Proposal"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

forward-looking statements regulatory

"This communication contains “forward-looking statements” within the meaning of"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

proteomics technical

"sets the standard in deep, unbiased proteomics, delivering insights"

Proteomics is the large-scale study of all the proteins produced by a cell, tissue or organism, like taking a full inventory and watching how the workforce and machines inside a factory behave. For investors, proteomics matters because it helps identify drug targets, disease indicators and responses to treatments—information that can speed development, reduce risk, guide partnerships and reveal new commercial opportunities in biotech and diagnostics.

FAQ

What acquisition proposal for Seer (SEER) did the CEO make?

Omid Farokhzad, M.D., Seer’s Chair and CEO, proposed acquiring all Class A shares for $2.45 per share in cash plus two contingent value rights. The proposal was unsolicited and non-binding and was received by Seer’s Special Committee on July 1, 2026.

How did Seer’s (SEER) Board respond to the CEO’s $2.45 per share proposal?

A Special Committee of independent directors at Seer unanimously rejected the CEO’s unsolicited, non-binding proposal. After consulting independent advisors, it concluded the offer undervalues Seer and is not in stockholders’ best interests, particularly given the company’s stated long-term growth prospects.

What were the contingent value rights in the Seer (SEER) proposal?

The CEO’s proposal included two separate contingent value rights intended to let stockholders benefit from future developments related to Seer’s technology. The Special Committee concluded these CVRs were insufficient to fully value Seer and its growth potential.

Who served on Seer’s (SEER) Special Committee reviewing the CEO proposal?

Seer’s Special Committee consisted of two independent directors, Meeta Gulyani and Nicolas Roelofs, Ph.D. They reviewed the CEO’s unsolicited, non-binding acquisition proposal with independent advisors and unanimously determined it was not in the best interests of Seer’s stockholders.

When did Seer (SEER) disclose the rejection of the acquisition proposal?

Seer disclosed the Special Committee’s unanimous rejection on July 20, 2026. The company issued a press release titled “Special Committee of Seer’s Board of Directors Unanimously Rejects Unsolicited Acquisition Proposal from Omid Farokhzad, M.D.” on that date.

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Available on EDGAR 07/20/2026 - 04:09 PM Accepted by SEC EDGAR 07/20/2026 - 04:08 PM Learn about SEC filing dates

false 0001726445 0001726445 2026-07-20 2026-07-20

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):

July 20, 2026

Seer, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39747		82-1153150
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer 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 Global Select Market
		Indicate by check mark whether
Preferred Stock Purchase Rights		N/A		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 8.01 Other Events.

On July 20, 2026, Seer, Inc. issued a press release concerning the unsolicited, non-binding acquisition proposal received from Omid Farokhzad, M.D., Seer’s Chair and Chief Executive Officer, on July 1, 2026.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated July 20, 2026, titled “Special Committee of Seer’s Board of Directors Unanimously Rejects Unsolicited Acquisition Proposal from Omid Farokhzad, M.D.”
104		Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: July 20, 2026				By:		/s/ David Horn
						David Horn
						President and Chief Financial Officer

Exhibit 99.1

Special Committee of Seer’s Board of Directors Unanimously Rejects Unsolicited Acquisition Proposal from Omid Farokhzad, M.D.

REDWOOD CITY, Calif., July 20, 2026 (GLOBE NEWSWIRE) — Seer, Inc. (Nasdaq: SEER), the pioneer and trusted partner for deep, unbiased proteomic insights, today announced that the Special Committee of Seer’s Board of Directors, consisting of independent directors Meeta Gulyani and Nicolas Roelofs, Ph.D., has thoroughly reviewed and unanimously rejected the unsolicited, non-binding proposal received on July 1, 2026, from Omid Farokhzad, M.D., Seer’s Chair and Chief Executive Officer, to acquire all of the outstanding shares of Seer’s Class A common stock for $2.45 per share in cash plus two separate contingent value rights (the “Proposal”).

Consistent with its fiduciary duties, the Special Committee carefully reviewed the Proposal in consultation with its independent advisors and unanimously determined that it is not in the best interests of Seer’s stockholders because it undervalues Seer and fails to reflect the value of Seer’s long-term growth prospects. In reaching this conclusion, the Special Committee noted that the contingent value rights included in the Proposal, which are intended to allow Seer’s stockholders to benefit from future developments related to Seer’s technology, were insufficient to fully value Seer and its growth potential.

About Seer, Inc.

Seer, Inc. (Nasdaq: SEER) sets the standard in deep, unbiased proteomics, delivering insights with a scale, speed, precision and reproducibility previously unattainable. Seer’s Proteograph ^® Product Suite integrates proprietary engineered nanoparticles, streamlined automation instrumentation, optimized consumables and advanced analytical software to overcome the limitations of traditional proteomic methods. Seer’s products are for research use only and are not intended for diagnostic procedures. For more information, visit www.seer.bio.

For more information, please email us at pr@seer.bio.

Forward-Looking Statements

This communication 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 Seer’s prospects, growth potential and technology. These and other risks are described more fully in Seer’s filings with the 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

Joele Frank, Wilkinson Brimmer Katcher

Eric Brielmann / Joseph Sala

(212) 355-4449

Investor Contact:

Marissa Bych

investor@seer.bio

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 5.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB