Radoff-JEC Group presses board shake-up at Seer

Rhea-AI Filing Summary

Bradley L. Radoff, Michael Torok and affiliates, collectively known as the Radoff-JEC Group, filed proxy materials as part of a contested director election at Seer, Inc. They state they own approximately 7.7% of Seer’s outstanding common stock and are soliciting votes at the 2026 annual meeting using a WHITE universal proxy card.

The group is asking stockholders to support its three director nominees – Howard H. Berman, Ph.D., Luis E. Rinaldini and Joshua S. Horowitz – and to withhold support from incumbent directors Terrance McGuire, Dipchand (Deep) Nishar and Omid Farokhzad, M.D. They also urge voting against ratification of Seer’s Tax Benefit Preservation Plan, which they refer to as an NOL pill. The Radoff-JEC Group argues that Seer should be sold to the highest bidder and that new, independent directors are needed to run a “robust and transparent” review of strategic alternatives aimed at maximizing value for all stockholders.

Filing Explained

The Radoff-JEC Group says all three independent proxy advisors recommend voting for its three director nominees; the election and proposed strategic review remain subject to stockholder approval at the 2026 annual meeting.

Key Figures

Ownership stake: approximately 7.7% of outstanding common stock Number of activist nominees: 3 director nominees Targeted incumbent directors: 3 incumbent directors +1 more

4 metrics

Ownership stake approximately 7.7% of outstanding common stock Equity stake in Seer, Inc. reported by the Radoff-JEC Group

Number of activist nominees 3 director nominees Howard H. Berman, Ph.D., Luis E. Rinaldini and Joshua S. Horowitz

Targeted incumbent directors 3 incumbent directors Terrance McGuire, Dipchand (Deep) Nishar and Omid Farokhzad, M.D.

Annual meeting year 2026 annual meeting Meeting at which the Radoff-JEC Group is soliciting votes

Key Terms

universal proxy card, Tax Benefit Preservation Plan, NOL Pill, strategic alternatives

4 terms

universal proxy card regulatory

"a definitive proxy statement and accompanying WHITE universal proxy card"

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

Tax Benefit Preservation Plan regulatory

"AGAINST the ratification of the Tax Benefit Preservation Plan"

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.

NOL Pill regulatory

"Vote “AGAINST” the NOL Pill"

strategic alternatives financial

"review of strategic alternatives that results in a value-maximizing outcome"

Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

FAQ

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

What is the Radoff-JEC Group seeking at Seer, Inc. (SEER)?

The Radoff-JEC Group is seeking election of three director nominees to Seer’s Board at the 2026 annual meeting and is soliciting votes via a WHITE universal proxy card to replace certain incumbent directors.

How much of Seer, Inc. (SEER) stock does the Radoff-JEC Group report owning?

The Radoff-JEC Group states that it and its affiliates collectively own approximately 7.7% of Seer’s outstanding common stock, giving the group a significant minority stake as it pursues board representation.

Who are the Radoff-JEC Group’s board nominees at Seer, Inc. (SEER)?

The group is soliciting support for three nominees: Howard H. Berman, Ph.D., Luis E. Rinaldini and Joshua S. Horowitz. It describes them as independent and highly qualified candidates for Seer’s Board of Directors.

What is the Radoff-JEC Group’s view on Seer, Inc.’s Tax Benefit Preservation Plan?

The Radoff-JEC Group urges stockholders to vote against ratification of the Tax Benefit Preservation Plan, which it refers to as an NOL pill, and positions this vote as part of its broader governance and strategic agenda.

What strategic outcome does the Radoff-JEC Group advocate for Seer, Inc. (SEER)?

The group states it agrees Seer has no future as a public company and believes it should be sold to the highest bidder, following a “robust and transparent” review of strategic alternatives overseen by new independent directors.

Which current Seer, Inc. (SEER) directors does the Radoff-JEC Group oppose?

The Radoff-JEC Group asks stockholders to withhold support from incumbents Terrance McGuire, Dipchand (Deep) Nishar and Omid Farokhzad, M.D., contrasting them with its own slate of three alternative nominees.

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

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Accepted by SEC EDGAR 07/23/2026 - 06:25 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

SEER, INC.

(Name of Registrant as Specified In Its Charter)

BRADLEY L. RADOFF

THE RADOFF FAMILY FOUNDATION

JEC II ASSOCIATES, LLC

THE MOS TRUST

MOS PTC, LLC

MICHAEL TOROK

HOWARD H. BERMAN

JOSHUA S. HOROWITZ

LUIS E. RINALDINI

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Bradley L. Radoff, Michael Torok and the other participants named herein (collectively, the “Radoff-JEC Group”) have filed a definitive proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders of Seer, Inc., a Delaware corporation (the “Company”).

On July 23, 2026, the Radoff-JEC Group issued the following press release after the close of business:

Radoff-JEC Group Urges Seer Stockholders to Vote “FOR” All Three of its Independent, Highly Qualified Nominees on the WHITE Proxy Card TODAY

All Three Independent Proxy Advisors Unanimously Recommend Stockholders Vote “FOR” Radoff-JEC Group Nominees, “WITHHOLD” Support on Seer Directors Terrance McGuire and Dipchand Nishar and Vote “AGAINST” the NOL Pill

Believes New, Independent Directors Are Required to Run a Credible, Transparent Review of Strategic Alternatives That Results in a Value-Maximizing Outcome for ALL Stockholders

HOUSTON--(BUSINESS WIRE)--Bradley L. Radoff and Michael Torok (together with certain of their affiliates, the “Radoff-JEC Group” or “we”), who collectively own approximately 7.7% of Seer, Inc.’s (NASDAQ: SEER) (“Seer” or the “Company”) outstanding common stock, today issued the following statement reminding their fellow stockholders to vote “FOR” the election of Howard H. Berman, Ph.D., Luis E. Rinaldini and Joshua S. Horowitz to Seer’s Board of Directors (the “Board”), “WITHHOLD” on incumbent directors Terrance McGuire, Dipchand Nishar and Omid Farokhzad, M.D., and “AGAINST” the ratification of the Tax Benefit Preservation Plan.

We believe stockholders are at the final fork in the road at Seer, with a vote for our nominees representing a path to value creation and a vote for the incumbent directors representing a continued path to more irreversible value destruction:

· All three independent proxy advisors (Institutional Shareholder Services Inc., Glass, Lewis & Co., LLC and Egan-Jones Proxy Services) endorsed the Radoff-JEC Group’s case for urgent change at Seer.

· Seer’s stock has declined by 97% since its 2020 IPO.

· The Board rejected multiple premium acquisition proposals – including offers from both us and Chairman and CEO Omid Farokhzad, M.D. – without running a robust, transparent process, casting major doubt on its commitment to objectively maximizing stockholder value.

· Only two members of Seer’s seven-member Board are sufficiently independent to serve on its Special Committee charged with evaluating Seer’s strategic alternatives. The two-member Special Committee has still not disclosed its independent financial and legal advisors.

· The Board has allowed Seer to trade at a massive discount to net cash with no meaningful insider buying, repeatedly approved of dilutive equity grants and options repricing, and maintained multiple entrenchment devices to the detriment of stockholders.

· Our nominees – Howard H. Berman, Ph.D., Luis E. Rinaldini and Joshua S. Horowitz – are truly independent and bring complementary life sciences, transaction and investor experience that can strengthen the Board’s objective oversight of strategy and capital allocation and ensure that all strategic alternatives are fully and fairly evaluated with stockholders’ best interests in mind.

As we have stated previously, we agree with Dr. Farokhzad that Seer has no future as a publicly traded company. We believe Seer should be sold to the highest bidder in a transaction that maximizes value for ALL stockholders – and we strongly believe that the only way to achieve a value-maximizing outcome is to elect truly independent and qualified directors who are capable of running a robust and transparent review of strategic alternatives.

***

Vote FOR the Radoff-JEC Group’s Nominees – Howard H. Berman, Ph.D., Joshua S. Horowitz and Luis E. Rinaldini – Today to Support a Legitimate Strategic Review Process Aimed at Maximizing Value for ALL Seer Stockholders

Do NOT Vote for Omid Farokhzad, M.D., Terrance McGuire or Dipchand (Deep) Nishar

Questions about how to vote? Contact (888) 368-0379 or info@saratogaproxy.com.

Visit www.SaratogaProxy.com/SEER to learn more.

Contacts

Greg Lempel

greg@fondrenlp.com

or

Saratoga Proxy Consulting LLC

John Ferguson / Joseph Mills, 212-257-1311

info@saratogaproxy.com