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[Form 4] Sera Prognostics, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Sera Prognostics insider transaction summary: Austin Aerts, identified as an officer (Chief Financial Officer), transferred 5,800 shares of Class A common stock in a "sell-to-cover" transaction to satisfy tax withholding from the vesting of restricted stock units (RSUs). The reported weighted-average price for the shares sold was $2.54, with execution prices reported in a range from $2.28 to $2.73. After the transaction, the Reporting Person beneficially owned 290,848 shares.

The filing states the sale was mandated by the issuer's election to fund tax withholding and was executed as part of a block trade; the Reporting Person did not exercise discretion over the sale. No derivative transactions are reported.

Positive

  • Sale was a mandated "sell-to-cover" to satisfy tax withholding from RSU vesting, not a discretionary insider sell.
  • Reporting Person retains substantial ownership after the transaction: 290,848 shares beneficially owned.

Negative

  • Reported disposition of 5,800 Class A shares reduced the Reporting Person's holdings by that amount.
  • Shares were sold as a block trade at varying prices ($2.28 to $2.73), which may create short-term trading price variance relative to the weighted average $2.54.

Insights

TL;DR: Routine sell-to-cover following RSU vesting; limited investor impact given non-discretionary nature and retained ownership.

The Form 4 discloses a mandated sale of 5,800 Class A shares at a weighted-average price of $2.54 to satisfy tax withholding from RSU vesting. Such sell-to-cover transactions are common and typically do not signal a voluntary reduction in insider conviction. The Reporting Person still holds 290,848 shares, which preserves meaningful alignment with shareholders. No options or other derivative changes are reported, limiting additional governance or dilution concerns.

TL;DR: Filing documents a standard tax-withholding disposition; governance implications are minimal and disclosure is complete.

The entry clearly states the sale was mandated by the issuer to satisfy tax withholding on vested RSUs and not a discretionary trade. The Form discloses the transaction mechanism (block trade) and the price range ($2.28–$2.73), which supports transparency. Beneficial ownership post-transaction remains disclosed at 290,848 shares. From a governance perspective, this is a routine reporting event and the form includes the explanatory note required for such transactions.

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 UT 84109

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025
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 08/08/2025 S 5,800(1) D $2.54(2) 290,848 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 $2.28 to $2.73, 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 08/11/2025
** 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.

FAQ

What did SERA insider Austin Aerts report on Form 4?

The Form 4 reports Austin Aerts sold 5,800 Class A common shares in a mandated "sell-to-cover" to satisfy tax withholding from RSU vesting; the weighted-average price was $2.54.

Why were the shares sold by the SERA reporting person?

The filing states the sale was mandated by the issuer's election to fund tax withholding obligations related to the vesting of restricted stock units (RSUs), and was not a discretionary sale by the Reporting Person.

How many SERA shares does the Reporting Person own after the transaction?

Following the reported transaction, the Reporting Person beneficially owned 290,848 shares of Class A common stock.

What price did the SERA shares sell for in the block trade?

The weighted-average price reported was $2.54, with execution prices in the block trade ranging from $2.28 to $2.73.

Were any derivative securities reported for SERA in this filing?

No derivative securities (options, warrants, or convertible securities) are reported in Table II of the Form 4.
Sera Prognostics, Inc.

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Medical Devices
Services-medical Laboratories
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United States
SALT LAKE CITY