Sera Prognostics (NASDAQ: SERA) CFO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Sera Prognostics, Inc. Chief Financial Officer Austin Aerts reported an open-market sale of 2,037 shares of Class A common stock at a weighted average price of $2.01 per share. According to the disclosure, these shares were sold solely to cover tax withholding obligations from vesting restricted stock units under a mandatory sell-to-cover policy, rather than as a discretionary trade. Following this tax-related sale, Aerts directly holds 301,190 shares of Sera Prognostics common stock.

Insights

Insider trading and governance analyst

Small, mandatory tax-related sale with limited informational value.

The transaction shows Sera Prognostics CFO Austin Aerts sold 2,037 shares of Class A common stock at a weighted average price of $2.01 per share. The filing states the sale was to satisfy tax withholding on vesting RSUs under a required sell-to-cover arrangement.

This characterization means the sale was not a discretionary move expressing a view on the stock, but a mechanistic tax payment method. After the trade, Aerts still directly owns 301,190 shares, so the sale is small relative to his position and appears routine.

Because there are no derivative exercises or other transactions disclosed and the sale is explicitly tied to tax obligations, the informational content for investors is modest. Future company filings may provide additional context on compensation-related equity vesting patterns for senior executives.

Insider Trade Summary

Net Seller: 2,037 shares ($4,094)

Net Sell 1 txn

Insider Aerts Austin

Role Chief Financial Officer

Sold 2,037 shs ($4K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,037	$2.01	$4K

Holdings After Transaction: Class A Common Stock — 301,190 shares (Direct, null)

Footnotes (1)

1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by "sell to cover" transactions and does not represent a discretionary transaction by the Reporting Person. The price reported is a weighted average price. These shares were sold as part of a block trade in multiple transactions at prices ranging from $1.87 to $2.12, inclusive. The Reporting Person will provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price with regard to the block trade.

Key Figures

Shares sold: 2,037 shares Weighted average sale price: $2.01 per share Post-transaction holdings: 301,190 shares +1 more

4 metrics

Shares sold 2,037 shares Open-market sale on 2026-06-11 to cover tax withholding

Weighted average sale price $2.01 per share Block trade for Sera Prognostics Class A common stock

Post-transaction holdings 301,190 shares CFO Austin Aerts direct ownership after reported sale

Trade price range $1.87–$2.12 per share Individual transactions within the reported block trade

Key Terms

restricted stock units ("RSUs"), sell to cover, weighted average price, block trade

4 terms

restricted stock units ("RSUs") financial

"in connection with the vesting of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sell to cover financial

"funded by "sell to cover" transactions and does not represent a discretionary"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The price reported is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

block trade financial

"These shares were sold as part of a block trade in multiple transactions"

A block trade is a large, privately arranged sale or purchase of a company's shares or bonds between big investors, often negotiated to avoid upsetting the public market price. Think of it like selling a truckload of goods directly to one buyer instead of unloading it on a busy street — it moves a lot of supply at once and can signal shifting demand, affect immediate liquidity, and influence short-term stock prices.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Aerts Austin

(Last) (First) (Middle)

C/O SERA PROGNOSTICS, INC.

2749 EAST PARLEYS WAY, SUITE 200

(Street)

SALT LAKE CITY UTAH 84109

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SERA PROGNOSTICS, INC. [ SERA ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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

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

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

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	06/11/2026		S		2,037(1)	D	$2.01(2)	301,190	D

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

Explanation of Responses:

1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by "sell to cover" transactions and does not represent a discretionary transaction by the Reporting Person.

2. The price reported is a weighted average price. These shares were sold as part of a block trade in multiple transactions at prices ranging from $1.87 to $2.12, inclusive. The Reporting Person will provide to the staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price with regard to the block trade.

	/s/ Benjamin G. Jackson, Attorney-in-fact	06/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SERA CFO Austin Aerts report on this Form 4?

Austin Aerts reported selling 2,037 shares of Sera Prognostics Class A common stock at a weighted average price of $2.01 per share. The filing describes it as an open-market sale executed as part of a block trade with multiple individual transactions.

Why did SERA CFO Austin Aerts sell shares in this Form 4 filing?

The sale was made solely to cover tax withholding obligations triggered by the vesting of restricted stock units. The issuer requires these obligations to be funded through mandatory “sell to cover” transactions, so the filing notes this was not a discretionary sale by Aerts.

How many SERA shares does CFO Austin Aerts hold after this reported sale?

After selling 2,037 shares for tax withholding purposes, Austin Aerts directly holds 301,190 shares of Sera Prognostics Class A common stock. This indicates the reported transaction represents only a small portion of his overall equity position in the company.

What price range applied to the SERA shares sold by CFO Austin Aerts?

The filing reports a weighted average sale price of $2.01 per share, with individual block-trade transactions executed between $1.87 and $2.12 per share. Aerts has offered to provide full trade details upon request to regulators, the issuer, or any security holder.

Does the SERA Form 4 indicate a Rule 10b5-1 trading plan for Austin Aerts?

The provided disclosure explains the sale was mandated under the issuer’s sell-to-cover tax policy for RSU vesting. It does not state that the transaction occurred under a Rule 10b5-1 trading plan; the emphasis is on tax withholding rather than discretionary trading.