Seer, Inc. (SEER) director reports 4,088-share Class B to A conversion

Rhea-AI Filing Summary

Seer, Inc. reported an insider transaction by a director involving the automatic conversion of 4,088 shares of Class B Common Stock into 4,088 shares of Class A Common Stock on 12/09/2025, coded as a conversion transaction. This occurred under the company’s amended and restated certificate of incorporation, which provides for each Class B share to convert into one Class A share on the first day following the fifth anniversary of the closing of Seer’s initial public offering.

After this transaction, the director is shown as beneficially owning 215,070 Class A shares indirectly through Strong Bridge, LLC, where the director serves as an operating manager, plus 112,066 Class A shares held directly and 78,947 Class A shares held indirectly through Polaris Founders Capital Fund I, L.P. The filing notes that the director and related entities disclaim beneficial ownership of the Polaris-held shares except to the extent of any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCGUIRE TERRANCE

(Last) (First) (Middle)

C/O SEER, INC.

3800 BRIDGE PARKWAY

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Seer, Inc. [ SEER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/09/2025		C		4,088	A	(1)	215,070	I	See footnote(2)
Class A Common Stock								112,066	D
Class A Common Stock								78,947	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	12/09/2025		C			4,088	(1)	(1)	Class A Common Stock	4,088	$0	0	I	See footnote(2)

Explanation of Responses:

1. Pursuant to the Issuer's amended and restated certificate of incorporation, as amended, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock at the close of business on the first day following the fifth anniversary of the closing of the Issuer's initial public offering.

2. The reported shares are held of record by Strong Bridge, LLC for which the Reporting Person serves as an operating manager.

3. The reported shares are held of record by Polaris Founders Capital Fund I, L.P. ("PFCF I"). Polaris Founders Capital Management Co. I, L.L.C. ("PFCM"), is the general partner of PFCF I. The Reporting Person and Jonathan A. Flint ("Flint") are the managing members of PFCM. Each of the Reporting Person and Flint in their respective capacities with respect to PFCM may be deemed to have shared voting and dispositive power with respect to the shares held by PFCF I. Each of PFCM, Flint, and the Reporting Person disclaims beneficial ownership of securities held by PFCF I, and this report shall not be deemed an admission that the Reporting Person, Flint, or PFCM is the beneficial owner of these securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

	/s/ David Horn, by power of attorney	12/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Seer, Inc. (SEER) report in this Form 4?

The filing shows that a Seer, Inc. director had 4,088 shares of Class B Common Stock automatically convert into 4,088 shares of Class A Common Stock on 12/09/2025, reported as a conversion transaction.

Why did Seer, Inc. Class B shares convert into Class A shares?

According to the filing, under Seer’s amended and restated certificate of incorporation, each share of Class B Common Stock automatically converts into one share of Class A Common Stock at the close of business on the first day following the fifth anniversary of the closing of Seer’s initial public offering.

How many Seer, Inc. shares does the director beneficially own after the reported transaction?

Following the conversion, the director is listed as beneficially owning 215,070 Class A shares indirectly through Strong Bridge, LLC, 112,066 Class A shares directly, and 78,947 Class A shares indirectly through Polaris Founders Capital Fund I, L.P.

How are Strong Bridge, LLC and Polaris Founders Capital Fund I, L.P. related to the Seer, Inc. director?

The filing states that the reported shares are held of record by Strong Bridge, LLC, for which the reporting person serves as an operating manager. It also states that Polaris Founders Capital Fund I, L.P. is managed through a general partner and managing members that include the reporting person, who may be deemed to share voting and dispositive power over those shares.

Does the Seer, Inc. director claim full beneficial ownership of the Polaris-held shares?

No. The filing notes that Polaris Founders Capital Management Co. I, L.L.C., the director, and another managing member each disclaim beneficial ownership of the securities held by Polaris Founders Capital Fund I, L.P., except to the extent of their respective pecuniary interests.

What happened to the derivative securities linked to Seer, Inc. Class B Common Stock?

The filing lists Class B Common Stock as a derivative security that converted on 12/09/2025, with 4,088 underlying Class A shares and an exercise price of $0. After the conversion, the number of these derivative securities beneficially owned is shown as 0.