Sera Prognostics (NASDAQ: SERA) sets 2026 CFO swap, $375/hour advisor deal
Rhea-AI Filing Summary
Sera Prognostics, Inc. (SERA) announced a planned chief financial officer transition. The board appointed Scott Gleason as Chief Financial Officer and Treasurer, effective August 31, 2026, under an employment agreement and standard officer indemnification. Gleason, age 47, brings approximately 25 years of experience across diagnostics, life sciences, healthcare finance, investor relations, and corporate strategy, including senior roles at Neogen, NX Prenatal, LarmorBio, OraSure Technologies, and Myriad Genetics.
Current CFO and Treasurer Austin Aerts will step down on August 31, 2026 as part of the planned succession and will enter a consulting role. Under a Consulting Agreement effective September 8, 2026, he will provide services for twelve months at $375 per hour, with his existing employee stock options and restricted stock units continuing to vest during the consulting term and vested options remaining exercisable for three months afterward.
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8-K Event Classification
Key Figures
Key Terms
Emerging Growth Company regulatory
forward-looking statements regulatory
laboratory-developed tests medical
total addressable market opportunity financial
PreTRM® Test medical
FAQ
What leadership change did Sera Prognostics (SERA) announce in this 8-K?
When does the new SERA CFO Scott Gleason officially start and what is his background?
What will former CFO Austin Aerts’ role be at Sera Prognostics (SERA) after stepping down?
What compensation terms are disclosed for Austin Aerts’ consulting work with SERA?
How are Austin Aerts’ equity awards treated under his new consulting arrangement with SERA?
What product focus and market need does Sera Prognostics (SERA) highlight in this disclosure?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of New Chief Financial Officer and Treasurer effective August 31, 2026
On August 14, 2026, the Board of Directors appointed Scott Gleason to serve as the next Chief Financial Officer and Treasurer of Sera Prognostics, Inc. (the “Company”), effective August 31, 2026, pursuant to the planned transition described below. In the Company press release for the announcement, Sera’s Chief Executive Officer and President, Zhenya Lindgardt remarked: “Scott brings a unique combination of CFO experience, investor relations expertise, and strategic leadership that will be an important asset as we strengthen commercial execution and support our business priorities.”
Biographical information about Mr. Gleason is as follows: Scott Gleason, 47 years of age, is a diagnostics, life sciences, and healthcare executive with approximately 25 years of experience in finance, investor relations, corporate strategy, corporate communications, and equity research. Prior to joining the Company, he served as Vice President, Investor Relations and Treasury, of Neogen Corporation, an international food safety company, from December 2025 to July 2026, and he served as Chief Financial Officer of NX Prenatal, Inc., a molecular diagnostics company focused on women’s health, from February 2024 to March 2026. Mr. Gleason also served as Chief Financial Officer of LarmorBio, Inc., a Boston-based life sciences and clinical diagnostics startup, from November 2024 to December 2025. Prior to that, Mr. Gleason served as Interim Chief Financial Officer, Senior Vice President, Investor Relations and Corporate Communications of OraSure Technologies, Inc., a developer and manufacturer of diagnostic tests and sample collection solutions, from May 2021 until May 2023. Before joining OraSure, Mr. Gleason served as Senior Vice President, Investor Relations and Corporate Strategy for Myriad Genetics, Inc., a molecular diagnostic testing company, from January 2013 to April 2021. In that role, he managed investor relations and corporate communications, led the annual strategic planning process, and served on the company’s strategic committee. Prior to Myriad Genetics, Mr. Gleason was a senior publishing analyst at Stephens Inc. from 2005 to 2013, where he covered the life science tools and diagnostics industry. Earlier in his career, he served as a United States Air Force aircraft maintenance officer and participated in two wartime deployments. Mr. Gleason received a Bachelor of Science degree in Economics from the United States Air Force Academy in Colorado Springs, Colorado.
In connection with Mr. Gleason’s appointment, the Company entered into an employment agreement with Mr. Gleason (the “Employment Agreement”), the material terms of which are described below.
| • | Mr. Gleason will receive an annual base salary of $400,000 and will be eligible for an annual performance bonus with a target of 40% of his base salary, pro-rated for 2026 based on his actual start date. Mr. Gleason will also be eligible to participate in the employee benefit plans established by the Company and made available to similarly situated executives, subject to the terms of such plans. |
| • | Subject to approval by the Board of Directors and execution of applicable award agreements, Mr. Gleason will be eligible to receive an initial equity award having a value of $500,000 at grant, consisting of 50% restricted stock units (“RSUs”) and 50% stock options. The RSUs and stock options will vest over four years, with 25% of the RSUs vesting on the first anniversary of Mr. Gleason’s start date and the remainder vesting in 12 quarterly installments thereafter, and 25% of the stock options vesting on the first anniversary or Mr. Gleason’s start date with the remainder vesting in monthly installments over the following three years. Mr. Gleason will also be eligible to receive subsequent equity awards. |
| • | Under the Employment Agreement, if Mr. Gleason’s employment is terminated without “Cause” or if he resigns for “Good Reason” (each as defined in the Employment Agreement), he will be entitled to nine months of base salary continuation and nine months of COBRA premium subsidies, subject to his timely execution of the Company’s form of separation agreement. In the event of a termination without “Cause” or |
| resignation for “Good Reason” within three months prior to or twelve months following a “Change in Control” (as defined in the Employment Agreement), Mr. Gleason will instead be entitled to twelve months of base salary in a lump sum, a lump-sum payment equal to his target bonus for the year of termination, twelve months of COBRA premium subsidies, and full acceleration of all unvested equity awards, with performance-based awards vesting at the target level of performance. |
| • | The Employment Agreement also contains non-competition and non-solicitation provisions that apply during Mr. Gleason’s employment and for one year following his termination, as well as customary non-disparagement, non-disclosure, and intellectual property assignment provisions. |
In connection with his appointment, Mr. Gleason has also entered into the Company’s standard indemnification agreement for directors and officers.
There is no arrangement or understanding with any person pursuant to which Mr. Gleason was appointed as the Chief Financial Officer and Treasurer of the Company. There are no family relationships between Mr. Gleason and any director or executive officer of the Company, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Austin Aerts Steps Down as Chief Financial Officer and Treasurer and Enters into Consulting Agreement
As part of the above planned succession, Austin Aerts, the current Chief Financial Officer and Treasurer is stepping down from that position, effective August 31, 2026 (the “Effective Date”). Mr. Aerts’s stepping down is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with his departure, the Company’s Chief Executive Officer and President, Zhenya Lindgardt, stated, “We are grateful for Austin’s many contributions and look forward to continuing to partner with him to grow Sera’s business”.
The amended and restated executive employment agreement, dated March 13, 2026, between the Company and Mr. Aerts, provides that Mr. Aerts will be entitled to the following, subject to the conditions therein:
| • | severance as a continuation of payments in an amount equal to Mr. Aerts current annual base salary for a nine-month period, which will total $354,921.75 payable as continued salary in accordance with the Company’s regular payroll dates. |
| • | continued health insurance coverage for nine months from the Effective Date or, if earlier, until the date the executive receives health insurance coverage in connection with new employment, if earlier. |
| • | vesting of 37.5% of any outstanding unvested equity awards granted prior to January 1, 2026 will be accelerated with any such performance-based awards vesting at the target level of performance, as applicable. |
As a condition to the Company providing Mr. Aerts the severance benefits specified above, the parties are expected to enter into a separation agreement including the required release and waiver.
In addition, the Company entered into a consulting agreement with Mr. Aerts (the “Consulting Agreement”), effective as of September 8, 2026, pursuant to which Mr. Aerts will provide consulting services to the Company on an hourly, as needed basis, for a term ending twelve months from the effective date at a rate of $375 per hour. Mr. Aert’s employee stock options and restricted stock units will continue to vest during the term of the Consulting Agreement and after the term of the Consulting Agreement ends, all of Mr. Aert’s then vested and unexercised options will be exercisable for three months in accordance with the terms of such options and the 2021 Equity Incentive Plan, as amended, as applicable.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On August 19, 2026, the Company issued a press release announcing the departure of Mr. Aerts as Chief Financial Officer and the appointment of Mr. Gleason as Chief Financial Officer and Treasurer. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1+ | Employment Agreement between Sera Prognostics, Inc. and Scott Gleason, dated as of August 14, 2026. | |
| 10.2+ | Consulting Agreement between Sera Prognostics, Inc. and Austin Aerts, effective as of September 8, 2026. | |
| 99.1 | Press Release issued August 19, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
+ Denotes management compensation plan or contract.
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 thereunto duly authorized.
| SERA PROGNOSTICS, INC. | ||||||
| Date: August 19, 2026 | By: | /s/ Benjamin G. Jackson | ||||
| Benjamin G. Jackson | ||||||
| Secretary and General Counsel | ||||||
Exhibit 99.1
SERA PROGNOSTICS APPOINTS SCOTT GLEASON CHIEF FINANCIAL OFFICER
Salt Lake City – August 19, 2026 – Sera Prognostics Inc., The Pregnancy Company® (Nasdaq: SERA), focused on improving maternal and neonatal health by providing innovative pregnancy biomarker information to doctors and patients, announced today that Scott Gleason has been appointed Chief Financial Officer (CFO), effective August 31, 2026.
Mr. Gleason brings more than 25 years of healthcare, diagnostics, and capital markets experience to Sera. Most recently, he served as Vice President of Investor Relations and Treasury at Neogen Corporation and previously served as CFO of LarmorBio and NX Prenatal. He also served as the interim CFO of OraSure Technologies, helping to scale the company’s COVID-19 test to a multi-hundred-million-dollar product. Prior to OraSure, he led corporate strategy and investor relations at Myriad Genetics. His combination of financial leadership, capital markets expertise, and strategic perspective will support Sera’s next stage of commercial development. Mr. Gleason holds a B.S. in Economics from the United States Air Force Academy.
“Scott brings financial leadership, operating discipline, and capital markets experience that will support Sera’s continued growth and execution,” said Zhenya Lindgardt, Chief Executive Officer of Sera. “As we continue expanding access to the PreTRM® Test and advancing our commercialization efforts, his unique combination of CFO experience, investor relations expertise, and strategic leadership will be an important asset as we strengthen commercial execution and support our business priorities.”
“I am exceptionally excited to join the team at Sera. Preterm birth remains one of the largest areas of unmet medical need in our healthcare system with significant opportunity to drive value for patients, payers, and physicians,” said Mr. Gleason. “Sera has built a strong commercial foundation, generated gold standard evidence supporting the value of the PreTRM test and has a significant opportunity to establish this product as the standard of care for all pregnant women. I look forward to partnering with the leadership team to support this important mission.”
Austin Aerts, who has served as Chief Financial Officer since June 2023, will transition to an advisory capacity focused on strategic initiatives and ensuring continuity. Since joining the company in 2017, he has held a series of finance leadership positions and played a pivotal part in guiding Sera through its successful initial public offering and transition to the public markets. Austin played a critical role in the company’s financial strategy, operational readiness, and execution throughout the IPO process, contributing significantly to Sera’s successful transition to the public markets and helping establish the foundation for the company’s next phase of growth as a public company. In his advisory role, he will continue to provide strategic support and institutional knowledge as the company moves through the transition.
“Austin has been an exceptional partner and leader throughout his time at Sera,” said Ms. Lindgardt. “Since joining the company over nine years ago, including serving as CFO, his dedication, financial leadership, and deep understanding of our business have been instrumental to Sera’s growth and evolution. We are grateful for his many contributions and look forward to continuing to partner with him to grow Sera’s business.”
About Sera Prognostics, Inc.
Sera Prognostics is a leading health diagnostics company dedicated to improving the lives of women and babies through precision pregnancy care. Sera’s mission is to provide early, pivotal pregnancy information to improve the health of mothers and newborns, resulting in reductions in the costs of healthcare delivery. Sera has a robust pipeline of innovative diagnostic tests focused on the early prediction of preterm birth risk and other complications of pregnancy. Sera’s precision medicine PreTRM® Test reports to a physician the individualized risk of spontaneous premature delivery in a pregnancy, enabling earlier proactive interventions in women with higher risk. Sera Prognostics is headquartered in Salt Lake City, Utah.
About Preterm Birth
Preterm birth is defined as any birth before 37 weeks’ gestation and is the leading cause of illness and death in newborns. The 2025 March of Dimes Report Card shows that, for the fourth consecutive year, the United States earned a D+ grade for preterm birth, marking the longest stretch of the lowest grade in Report Card history. Prematurity is associated with a significantly increased risk of major long-term medical complications, including learning disabilities, cerebral palsy, chronic respiratory illness, intellectual disability, seizures, and vision and hearing loss, and can generate significant costs throughout the lives of affected children. The annual health care costs to manage short- and long-term complications of prematurity in the United States were estimated to be approximately $25 billion for 2016.
About the PreTRM® Test
The PreTRM® Test is the only broadly validated, commercially available blood-based biomarker test that provides an early, accurate and individualized risk prediction for spontaneous preterm birth in asymptomatic singleton pregnancies. The PreTRM® Test measures and analyzes proteins in the blood that are highly predictive of preterm birth. The PreTRM® Test permits physicians to identify, during the weeks 18 through 20 of pregnancy, which women are at increased risk for preterm birth and its complications, enabling more informed, personalized clinical decisions based on each woman’s individual risk. The PreTRM® Test is ordered by a medical professional.
Sera, Sera Prognostics, the Sera Prognostics logo, The Pregnancy Company, and PreTRM are trademarks or registered trademarks of Sera Prognostics, Inc. in the United States and/or other countries.
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company’s next stage of commercial development; the Company’s continued growth and execution; continued expansion of access to the PreTRM® Test and advancement of the Company’s commercialization efforts; strengthening commercial execution; establishing the PreTRM® test as the standard of care for all pregnant women; Mr. Aerts’s transition to an advisory role focused on strategic initiatives and ensuring continuity; and the Company’s strategic directives under the caption “About Sera Prognostics, Inc.” These “forward-looking statements” are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by forward-looking statements. These risks and uncertainties include, but are not limited to: net losses, cash generation, and the potential need to raise more capital; revenues from the PreTRM Test representing substantially all Company revenues to date;
the need for broad scientific and market acceptance of the PreTRM Test; a concentrated number of material customers; our ability to introduce new products; potential competition; our proprietary biobank; critical suppliers; estimates of total addressable market opportunity and forecasts of market growth; potential third-party payer coverage and reimbursement; new reimbursement methodologies applicable to the PreTRM Test, including new CPT codes and payment rates for those codes; changes in FDA regulation of laboratory-developed tests; the intellectual property rights protecting our tests and market position; and other factors discussed under the heading “Risk Factors” contained in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, as well as any updates to those risk factors filed from time to time in our periodic and current reports filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information unless required by law.
Investor Contact
Jennifer Zibuda, Head of Investor Relations
jzibuda@sera.com
+1 (801) 396-8043
Media Contact
Nicole Kaplan at Allison Worldwide
sera@allisonworldwide.com
+1 (847) 721-6033