Seer investors disclose 7.6% stake, challenge NOL pill

Seer, Inc. investors led by Bradley Radoff and Michael Torok have updated their Schedule 13D to detail a significant activist stake and challenge a new tax benefits preservation plan.

Rhea-AI Filing Summary

Seer, Inc. investors led by Bradley Radoff and Michael Torok have updated their Schedule 13D to detail a significant activist stake and challenge a new tax benefits preservation plan. The group now reports beneficial ownership of 4,277,528 Class A shares, representing approximately 7.6% of Seer’s 56,219,599 shares outstanding as of December 31, 2025.

The filing breaks out ownership across several entities. Bradley Radoff is deemed to beneficially own 2,610,232 shares, or about 4.6% of the company, including 500,000 shares held by the Radoff Family Foundation. Michael Torok is deemed to beneficially own 1,667,296 shares, or about 3.0%, including shares held through JEC II Associates, LLC and The MOS Trust.

The investors express strong concern with the board’s adoption of a tax benefits preservation plan on February 26, 2026, which limits additional ownership to 4.9%. They argue this measure may discourage shareholders from building larger positions in advance of any potential proxy contest and call on the board to justify the plan’s necessity and impact on stockholder rights.

Insights

Activist investing analyst

Activist group discloses 7.6% stake and openly challenges Seer’s NOL pill.

This amendment shows an organized investor group, led by Bradley Radoff and Michael Torok, controlling about 7.6% of Seer, Inc.. The filing details positions across foundations, LLCs and trusts, clarifying who effectively controls 4,277,528 Class A shares.

The group objects to a tax benefits preservation plan adopted on February 26, 2026, which restricts holders from crossing a 4.9% ownership threshold. They frame this as a potential impediment to shareholders accumulating influence ahead of any proxy contest, and formally request the board to substantiate its tax rationale.

From an investor’s perspective, this sets the stage for possible governance disputes between the board and a sizable activist bloc. Subsequent company communications and future Schedule 13D updates will determine whether this tension evolves into a full proxy campaign or negotiated changes to Seer’s governance or capital structure.

FAQ

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

How much of Seer (SEER) stock does the Radoff–Torok group report owning?

The investor group reports beneficial ownership of 4,277,528 Seer Class A shares, about 7.6% of 56,219,599 shares outstanding. This total includes stakes held by Bradley Radoff, Michael Torok, the Radoff Family Foundation, JEC II Associates, The MOS Trust and MOS PTC.

What is Bradley Radoff’s individual beneficial ownership in Seer (SEER)?

Bradley Radoff is deemed to beneficially own 2,610,232 Seer Class A shares, representing approximately 4.6% of shares outstanding. This figure combines 2,110,232 shares he holds directly with 500,000 shares held by the Radoff Family Foundation, where he serves as a director.

What Seer (SEER) share stake is attributed to Michael Torok in this Schedule 13D/A?

Michael Torok is deemed to beneficially own 1,667,296 Seer Class A shares, or roughly 3.0% of the outstanding stock. This includes 285,000 shares he holds directly plus shares held through JEC II Associates, LLC and The MOS Trust, where he has managerial roles.

Why are Seer (SEER) activists criticizing the tax benefits preservation plan?

The investors criticize Seer’s tax benefits preservation plan adopted February 26, 2026 because it restricts shareholders from acquiring 4.9% or more. They argue this limitation may discourage larger ownership stakes ahead of any potential proxy contest and request detailed justification from the board.

What purchase amounts did the Seer (SEER) investor group disclose for their shares?

The group disclosed approximate aggregate purchase prices: $970,645 for 500,000 shares held by the Radoff Foundation, $4,091,665 for 2,110,232 shares held by Bradley Radoff, $2,226,405 for 1,167,296 JEC II shares, $420,140 for 215,000 MOS Trust shares, and $654,853 for 285,000 shares held by Michael Torok.

What share count did the Seer (SEER) filing use to calculate ownership percentages?

The filing calculates ownership percentages using 56,219,599 Seer Class A shares outstanding as of December 31, 2025. This share count comes from Exhibit 99.1 to Seer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2026.

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

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Accepted by SEC EDGAR 03/02/2026 - 05:19 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Seer, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

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)

02/26/2026

(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).

SCHEDULE 13D

CUSIP Number(s):

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):

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):

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):

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):

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):

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 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 500,000 Shares directly owned by the Radoff Foundation is approximately $970,645, including brokerage commissions. The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,110,232 Shares directly owned by Mr. Radoff is approximately $4,091,665, including brokerage commissions. The Shares purchased by JEC II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,167,296 Shares owned directly by JEC II is approximately $2,226,405, including brokerage commissions. The Shares purchased by MOS Trust were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 215,000 Shares owned directly by MOS Trust is approximately $420,140, including brokerage commissions. The Shares directly owned by Mr. Torok were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 285,000 Shares directly owned by Mr. Torok is approximately $654,853, including brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The Reporting Persons are deeply concerned by the Board's recent decision to adopt the tax benefits preservation plan, dated February 26, 2026 (the "NOL Pill"), which the Reporting Persons believe was designed to insulate the current Board and to deter or gain an unfair advantage in any potential proxy contest. The Reporting Persons believe that the NOL Pill was implemented in order to thwart stockholders from acquiring 4.9% or more of the Shares, despite the Board's purported tax-related justifications. In the Reporting Persons' view, the NOL Pill is simply a means to prevent stockholders from gaining too much voting power in the event of a potential proxy contest given the fact that the Board adopted the NOL Pill only six days after the Reporting Persons filed the initial Schedule 13D. We specifically call on the Board to provide stockholders with evidence justifying the adoption of the draconian NOL Pill and prove that it is not just another entrenchment device. For starters, how close is the Issuer to experiencing an "ownership change," as defined in Section 382 of the Internal Revenue Code of 1986, as amended? As a reminder, this is the same Board that sought to delay the conversion of the Issuer's Class B common stock, which were primarily held by the Issuer's CEO and provided 10 votes per share, for five years, and only abandoned such plan after being informed that it would violate Nasdaq's listing standards.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 56,219,599 Shares outstanding as of December 31, 2025, which is the total number of Shares outstanding as disclosed in Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2026. As of the date hereof, the Radoff Foundation directly beneficially owned 500,000 Shares, constituting approximately 0.9% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 2,110,232 Shares, constituting approximately 3.8% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed the beneficial owner of the 500,000 Shares owned by the Radoff Foundation, which together with the 2,110,232 Shares he directly owns, constitutes an aggregate of 2,610,232 Shares beneficially owned by Mr. Radoff, constituting approximately 4.6% of the Shares outstanding. As of the date hereof, JEC II directly beneficially owned 1,167,296 Shares, constituting approximately 2.1% of the Shares outstanding. As of the date hereof, MOS Trust directly beneficially owned 215,000 Shares, constituting approximately 0.4% of the Shares outstanding. MOS PTC, as the trustee of MOS Trust, may be deemed the beneficial owner of the 215,000 Shares owned by MOS Trust, constituting approximately 0.4% of the Shares outstanding. As of the date hereof, Mr. Torok directly beneficially owned 285,000 Shares, constituting approximately 0.5% of the Shares outstanding. Mr. Torok, (i) as the Manager of JEC II, may be deemed the beneficial owner of the 1,167,296 Shares owned by JEC II, and (ii) as a Manager of MOS PTC, may be deemed the beneficial owner of the 215,000 Shares owned by MOS Trust, which together with the 285,000 Shares he directly owns, constitutes an aggregate of 1,667,296 Shares beneficially owned by Mr. Torok, constituting approximately 3.0% of the Shares outstanding. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 4,277,528 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 7.6% of the Shares outstanding. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(c)	Item 5(c) is hereby amended and restated to read as follows: The transactions in securities of the Issuer by the Reporting Persons since the filing of the initial Schedule 13D are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 2 - Transactions in Securities.

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:	03/02/2026

Radoff Bradley Louis

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff
Date:	03/02/2026

JEC II Associates, LLC

Signature:	/s/ Michael Torok
Name/Title:	Michael Torok, Manager
Date:	03/02/2026

The MOS Trust

Signature:	/s/ Michael Torok
Name/Title:	Michael Torok, Manager of MOS PTC, LLC, its Trustee
Date:	03/02/2026

MOS PTC, LLC

Signature:	/s/ Michael Torok
Name/Title:	Michael Torok, Manager
Date:	03/02/2026

Torok Michael

Signature:	/s/ Michael Torok
Name/Title:	Michael Torok
Date:	03/02/2026