Activist group offers $2.25 cash and CVR for Seer (SEER) in 13D update

Rhea-AI Filing Summary

Seer, Inc. received an amended Schedule 13D from a group led by Bradley Radoff and Michael Torok outlining an unsolicited takeover proposal and board contest. The group and related entities report beneficial ownership stakes ranging from 0.4% to 4.6% of Seer’s Class A common stock.

On April 13, 2026, the reporting persons submitted a non-binding proposal to acquire 100% of Seer’s equity for $2.25 per share in cash, a stated 33% premium to the most recent closing price, plus a contingent value right giving stockholders 80% of net proceeds from any sale or license of Seer’s business and assets, including PrognomiQ. The proposal assumes at least $215 million of net cash and cash equivalents at closing and is not subject to financing conditions.

The group asked Seer’s board to respond to the proposal by 5:00 p.m. ET on April 22, 2026, after which it would expire. Radoff also nominated Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini to Seer’s board for the 2026 annual meeting and the group entered into an amended and restated group agreement covering joint filings, proxy solicitation efforts and trading restrictions while Seer’s tax benefit preservation plan (the “NOL Pill”) remains in effect.

Positive

• Value-enhancing proposal: The reporting persons submitted a non-binding offer to acquire 100% of Seer at $2.25 per share in cash, a stated 33% premium to the most recent closing price, plus a contingent value right for 80% of net proceeds from any future asset monetizations.

Negative

• None.

Insights

Activism and M&A analyst

Activist group proposes cash buyout of Seer at a 33% premium plus CVR.

The filing shows an investor group led by Bradley Radoff and Michael Torok holding several percent of Seer, Inc. shares and coordinating through a formal group agreement. They now propose to acquire all outstanding equity for $2.25 per share in cash.

The offer includes a contingent value right granting stockholders 80% of net proceeds from any sale or license of Seer’s business and assets, including PrognomiQ, contingent on future transactions. The proposal assumes at least $215 million of net cash and cash equivalents at closing and is not subject to financing conditions.

The group has also launched a proxy effort, nominating three directors for election at the 2026 annual meeting and agreeing not to trade Seer securities without joint consent while the NOL Pill is in place. Future company communications about the board’s response to the April 22, 2026 deadline will clarify whether discussions advance.

Key Figures

Offer price per share: $2.25 per share Premium to last close: 33% CVR participation: 80% of net proceeds +5 more

8 metrics

Offer price per share $2.25 per share Cash consideration proposed for 100% of Seer equity

Premium to last close 33% Premium to Seer’s most recent closing price cited in proposal

CVR participation 80% of net proceeds Share of net proceeds from future sale or license of business and assets

Net cash condition $215 million Minimum net cash and cash equivalents at closing assumed in proposal

Radoff beneficial ownership 2,610,232 shares (4.6%) Class A common stock beneficially owned by Bradley Radoff

Torok beneficial ownership 1,667,296 shares (3.0%) Class A common stock beneficially owned by Michael Torok

Radoff Family Foundation stake 500,000 shares (0.9%) Class A common stock with shared voting and dispositive power

JEC II Associates, LLC stake 1,167,296 shares (2.1%) Class A common stock with shared voting and dispositive power

Key Terms

contingent value right, Schedule 13D, tax benefit preservation plan, NOL Pill, +2 more

6 terms

contingent value right financial

"plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

tax benefit preservation plan financial

"the Issuer's tax benefit preservation plan, dated as of February 26, 2026 (the "NOL Pill")"

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 financial

"for so long as the Issuer's tax benefit preservation plan, dated as of February 26, 2026 (the "NOL Pill"), remains in effect"

group agreement regulatory

"entered into an amended and restated group agreement (the "Amended and Restated Group Agreement")"

proxy financial

"the parties agreed to solicit proxies for the election of certain persons nominated for election to the Board"

A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Seer, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

81578P106

(CUSIP Number)

BRADLEY L. RADOFF
2727 Kirby Drive, Unit 29L,
Houston, TX, 77098
713-482-2196

MICHAEL TOROK
68 Mazzeo Drive,
Randolph, MA, 02368
617-680-6709

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/12/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 81578P106

1

Name of reporting person

Radoff Family Foundation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 500,000.00

11

Aggregate amount beneficially owned by each reporting person

500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 81578P106

1

Name of reporting person

Radoff Bradley Louis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,110,232.00
8	Shared Voting Power 500,000.00
9	Sole Dispositive Power 2,110,232.00
10	Shared Dispositive Power 500,000.00

11

Aggregate amount beneficially owned by each reporting person

2,610,232.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 81578P106

1

Name of reporting person

JEC II Associates, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,167,296.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,167,296.00

11

Aggregate amount beneficially owned by each reporting person

1,167,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.1 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 81578P106

1

Name of reporting person

The MOS Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 215,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 215,000.00

11

Aggregate amount beneficially owned by each reporting person

215,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 81578P106

1

Name of reporting person

MOS PTC, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 215,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 215,000.00

11

Aggregate amount beneficially owned by each reporting person

215,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 81578P106

1

Name of reporting person

Torok Michael

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 285,000.00
8	Shared Voting Power 1,382,296.00
9	Sole Dispositive Power 285,000.00
10	Shared Dispositive Power 1,382,296.00

11

Aggregate amount beneficially owned by each reporting person

1,667,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.00001 per share
(b)	Name of Issuer: Seer, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3800 BRIDGE PARKWAY, SUITE 102, REDWOOD CITY, CALIFORNIA , 94065.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On April 13, 2026, the Reporting Persons submitted a non-binding proposal to acquire 100% of the equity of the Issuer at a purchase price of $2.25 per Share in cash, representing a 33% premium to the Issuer's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of the Issuer's business and assets, including PrognomiQ (the "Proposal"). The Proposal is only subject to limited confirmatory due diligence and is based on the availability of at least $215 million of net cash and cash equivalents at closing and is not subject to any financing conditions. The Reporting Persons requested a response regarding the Issuer's board of directors' (the "Board") willingness and availability to discuss the Proposal no later than 5:00pm ET on April 22, 2026, at which point the Proposal will expire. Also on April 13, 2026, Mr. Radoff delivered a letter to the Issuer nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini (the "Nominees") for election to the Board at the Issuer's 2026 annual meeting of stockholders (the "Annual Meeting"). Also on April 13, 2026, the Reporting Persons issued a press release (the "Press Release"), which included a copy of the Proposal delivered to the Board and announced the nomination of the Nominees for election to the Board at the Annual Meeting. The foregoing descriptions of the Proposal and the Press Release do not purport to be complete and are qualified in their entirety by reference to the full text of the Press Release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to the Schedule 13D.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On April 12, 2026, (a) Radoff (as defined in the initial Schedule 13D), (b) JEC (as defined in the initial Schedule 13D) and (c) Dr. Berman and Messrs. Horowitz and Rinaldini (collectively, the "New Parties") entered into an amended and restated group agreement (the "Amended and Restated Group Agreement") with respect to the Issuer pursuant to which, among other things, (i) that certain group agreement, dated February 20, 2026, between Radoff and JEC was superseded in its entirety, (ii) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law, (iii) the parties agreed to solicit proxies for the election of certain persons nominated for election to the Board at the Annual Meeting (including those nominated by or on behalf of Radoff or JEC), (iv) the parties agreed not to transact in securities of the Issuer without the prior written consent of Radoff and JEC for so long as the Issuer's tax benefit preservation plan, dated as of February 26, 2026 (the "NOL Pill"), remains in effect; provided, that each New Party further agreed not to enter into any transactions in the securities of the Issuer without the prior written consent of Radoff and JEC notwithstanding any potential termination of the NOL Pill and (v) Radoff and JEC agreed to jointly pay all expenses and costs (including all legal fees) incurred in connection with the group's activities on a pro rata basis based on the number of Shares beneficially owned in the aggregate by such party. The Amended and Restated Group Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Each of the Nominees has granted Mr. Radoff a power of attorney (each, a "Power of Attorney") to execute certain SEC filings and other documents in connection with the solicitation of proxies at the Annual Meeting. A form of the Power of Attorney is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: 99.1 - Press Release, dated April 13, 2026. 99.2 - Amended and Restated Group Agreement, dated April 12, 2026. 99.3 - Form of Power of Attorney.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Radoff Family Foundation

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff, Director
Date:	04/13/2026

Radoff Bradley Louis

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff
Date:	04/13/2026

JEC II Associates, LLC

Signature:	/s/ Michael Torok
Name/Title:	Michael Torok, Manager
Date:	04/13/2026

The MOS Trust

Signature:	/s/ Michael Torok
Name/Title:	Michael Torok, Manager of MOS PTC, LLC, its Trustee
Date:	04/13/2026

MOS PTC, LLC

Signature:	/s/ Michael Torok
Name/Title:	Michael Torok, Manager
Date:	04/13/2026

Torok Michael

Signature:	/s/ Michael Torok
Name/Title:	Michael Torok
Date:	04/13/2026

FAQ

What did the Radoff and Torok group propose for Seer (SEER) shareholders?

They submitted a non-binding proposal to acquire 100% of Seer’s equity for $2.25 per share in cash, a stated 33% premium to the most recent closing price, plus a contingent value right for 80% of net proceeds from future business or asset sales.

How is the contingent value right structured in the Seer takeover proposal?

The proposal includes a contingent value right giving stockholders 80% of net proceeds from any license, sale or other disposition of Seer’s business and assets, including PrognomiQ. This right would provide additional upside if future asset monetizations generate meaningful cash proceeds after closing.

What conditions apply to the Seer acquisition proposal at $2.25 per share?

The offer is non-binding and based on Seer having at least $215 million of net cash and cash equivalents at closing. It is described as not being subject to any financing conditions, meaning the proposing group does not condition it on arranging external funding.

How much of Seer’s stock does Bradley Radoff report beneficially owning?

Bradley Radoff reports beneficial ownership of 2,610,232 shares of Seer Class A common stock, representing 4.6% of the class. This includes 2,110,232 shares with sole voting and dispositive power and 500,000 shares with shared voting and dispositive power.

What governance actions are the reporting persons taking at Seer’s 2026 annual meeting?

They nominated Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini for election to Seer’s board at the 2026 annual meeting. The group agreement provides for joint proxy solicitation to support these nominees and related board election efforts.

What is the deadline for Seer’s board to respond to the proposal?

The reporting persons requested a response on the board’s willingness and availability to discuss the proposal by 5:00 p.m. ET on April 22, 2026. They state that, if there is no response by then, the proposal will expire at that time.

What trading restrictions did the activist group agree to regarding Seer stock?

Under the amended and restated group agreement dated April 12, 2026, the parties agreed not to transact in Seer securities without prior written consent of Radoff and JEC while the NOL Pill is in effect. New parties agreed to this restriction even if the NOL Pill terminates.