DEFC14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Seer, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

June 3, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (together with any adjournments, postponements or other delays thereof, the Annual Meeting) of Seer, Inc. (Seer or the Company), which will take place on July 28, 2026 at 1:30 p.m. Pacific Time. The Annual Meeting will be held by means of remote communication virtually on the internet and will be accessible at www.cesonlineservices.com/seer26_vm.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:

To elect seven directors, each to serve until the 2027 annual meeting of stockholders and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.

To conduct a non-binding advisory vote to approve named executive officer compensation.

To ratify the Tax Benefit Preservation Plan so that it may remain in effect through February 25, 2029, unless earlier terminated by our board of directors.

To transact such other business as may properly come before the Annual Meeting.

Our board of directors unanimously recommends that you only vote “FOR” each of Seer’s director nominees (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.) and in accordance with our board of directors’ recommendation on all other proposals.

Our board of directors has fixed the close of business on May 29, 2026, as the record date for the Annual Meeting. Only stockholders of record as of the close of business on that date are entitled to notice of and to vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on July 28, 2026. The accompanying proxy statement and our annual report can be accessed by visiting our investor relations website at investor.seer.bio. The proxy statement and BLUE proxy card or BLUE voting instruction form are first being made available to stockholders on or about June 3, 2026.

Your vote will be especially important at the Annual Meeting. As you may know, Bradley L. Radoff, Michael Torok and certain of their affiliates (collectively, the Radoff-JEC Group) have notified Seer that they intend to nominate three director candidates for election to our board of directors at the Annual Meeting in opposition to the election of three of the nominees recommended by our board of directors. You may receive a proxy statement, white proxy card or white voting instruction form and other solicitation materials from the Radoff-JEC Group asking you to vote for the director candidates nominated by the Radoff-JEC Group. These materials are not from Seer. Our board of directors recommends that you disregard them. Seer is not responsible for the accuracy or completeness of any information provided by, or relating to, the Radoff-JEC Group or its director candidates in any materials filed or disseminated by, or on behalf of, the Radoff-JEC Group, or for any statements that the Radoff-JEC Group or its representatives have made or may otherwise make.

Our board of directors strongly urges you NOT to sign or return any white proxy card or white voting instruction form sent to you by the Radoff-JEC Group, even as a protest vote. If you have previously submitted a white proxy card or white voting instruction form provided by the Radoff-JEC Group, you can revoke that proxy at any time by: (i) following the instructions on the enclosed BLUE proxy card or BLUE voting instruction form to vote by proxy via the internet or by telephone or (ii) completing, signing, dating and mailing the enclosed BLUE proxy card or BLUE voting instruction form in the postage-paid envelope provided. Voting your shares by proxy using the enclosed BLUE proxy card or BLUE voting instruction ensures that

if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting by proxy will not limit your right to change your vote or to attend the Annual Meeting.

This year, your proxy card or voting instruction form looks different. As a result of the Radoff-JEC Group’s actions, your proxy card or voting instruction form has more names on it than there are seats on our board of directors up for election. Please carefully review the proxy card or voting instruction form and only vote “FOR” the nominees recommended by our board of directors and “FOR” all other proposals.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting, and we hope that you will vote as soon as possible. You may vote by proxy at any time by: (i) following the instructions on the enclosed BLUE proxy card or BLUE voting instruction form to vote by proxy via the internet or by telephone; and (ii) completing, signing, dating and mailing the enclosed BLUE proxy card or BLUE voting instruction form in the postage-paid envelope provided. Voting by one of these methods will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting.

This notice forms a part of the proxy statement to which it is attached.

On behalf of our board of directors, thank you for your continued support of and interest in Seer.

Sincerely,

LOGO

Omid Farokhzad, M.D.

Chief Executive Officer and Chair of the Board of Directors

YOUR VOTE IS VERY IMPORTANT

Our board of directors unanimously recommends shareholders only vote “FOR” Seer’s director nominees (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.) and “FOR” all other proposals.

Your vote is especially important at the Annual Meeting. The Radoff-JEC Group has notified the Company that it intends to nominate three director candidates for election to our board of directors at the Annual Meeting in opposition to the election of three of the nominees recommended by our board of directors. You may receive a proxy statement, white proxy card or white voting instruction form and other solicitation materials from the Radoff-JEC Group asking you to vote for the director candidates nominated by the Radoff-JEC Group. These materials are not from Seer. Our board of directors recommends that you disregard them. Seer is not responsible for the accuracy or completeness of any information provided by, or relating to, the Radoff-JEC Group or its director candidates in any materials filed or disseminated by, or on behalf of, the Radoff-JEC Group, or for any statements that the Radoff-JEC Group or its representatives have made or may make.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting, and we hope that you will vote as soon as possible. You may vote by proxy at any time by: (i) following the instructions on the enclosed BLUE proxy card or BLUE voting instruction form to vote by proxy via the internet or by telephone; or (ii) completing, signing, dating and mailing the enclosed BLUE proxy card or BLUE voting instruction form in the postage-paid envelope provided. Voting your shares by proxy using the enclosed BLUE proxy card or BLUE voting instruction ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting by proxy will not limit your right to change your vote during, or to attend, the Annual Meeting.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitation firm:

LOGO

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, NY 10110

Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

LOGO

SEER, INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:30 p.m. Pacific Time on July 28, 2026

This proxy statement and the enclosed BLUE proxy card or BLUE voting instruction form are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders (together with any postponement, adjournment or other delay thereof, the Annual Meeting) of Seer, Inc. (Seer or the Company). The Annual Meeting will take place on July 28, 2026 at 1:30 p.m. Pacific Time. The Annual Meeting will be held by means of remote communication virtually on the internet and will be accessible at www.cesonlineservices.com/seer26_vm.

This proxy statement is dated June 3, 2026, and, together with the enclosed BLUE proxy card or BLUE voting instruction, is first being made available to stockholders on or about June 3, 2026.

YOUR VOTE IS VERY IMPORTANT. Regardless of whether you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting, and we hope that you will vote as soon as possible. You may vote by proxy at any time by: (i) following the instructions on the enclosed BLUE proxy card or BLUE voting instruction form to vote by proxy via the internet or by telephone; or (ii) completing, signing, dating and mailing the enclosed BLUE proxy card or BLUE voting instruction form in the postage-paid envelope provided. Voting your shares by proxy using the enclosed BLUE proxy card or BLUE voting instruction ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting by proxy will not limit your right to change your vote during, or to attend, the Annual Meeting.

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		18
Family Relationships		21
Director Independence		21
Board Leadership Structure		22
Committees of our Board of Directors		22
Attendance at Board and Stockholder Meetings		24
Talent and Compensation Committee Interlocks and Insider Participation		25
Considerations in Evaluating Director Nominees		25
Stockholder Recommendations for Nominations to our Board of Directors		25
Communications with our Board of Directors		26
Corporate Governance Guidelines and Code of Business Conduct and Ethics		26
Role of our Board of Directors in Risk Oversight		26
Director Compensation		27
PROPOSAL NO. 1 - ELECTION OF DIRECTORS		31
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		32
PROPOSAL NO. 3 - NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		33
PROPOSAL NO. 4 - RATIFICATION OF TAX BENEFIT PRESERVATION PLAN		34
AUDIT COMMITTEE REPORT		38
EXECUTIVE OFFICERS		39
EXECUTIVE COMPENSATION		39
Summary Compensation Table		39
Outstanding Equity Awards at 2025 Year-End		40
Potential Payments Upon Termination or Change in Control		41
Key Executive Change in Control and Severance Plan		44
Equity Compensation Plan Information		48
PAY VERSUS PERFORMANCE		49
NAMED EXECUTIVE OFFICER COMPENSATION OVERVIEW		53
Executive Summary		53
Compensation Philosophy and Objectives		54
Compensation Determination Process		55
Key Components of our Compensation Program		58
Additional Compensation Policies and Practices		61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		65
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS		68
OTHER MATTERS		69
Delinquent Section 16(a) Reports		69
Fiscal Year 2025 Annual Report and SEC Filings		69
APPENDIX A - TAX BENEFIT PRESERVATION PLAN		A-1
APPENDIX B - ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION		B-1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this proxy statement. Please read the entire proxy statement carefully before voting your shares. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Why am I receiving these materials?

Our board of directors is providing these proxy materials to you in connection with its solicitation of proxies for use at the Annual Meeting. The Annual Meeting will take place on July 28, 2026 at 1:30 p.m. Pacific Time. The Annual Meeting will be held by means of remote communication virtually on the internet and will be accessible at www.cesonlineservices.com/seer26_vm.

What proposals will be voted on at the Annual Meeting?

There are four proposals scheduled to be voted on at the Annual Meeting:

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Proposal No. 1: to elect seven directors, each to serve until the 2027 annual meeting of stockholders and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal;

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Proposal No. 2: to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

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Proposal No. 3: to conduct a non-binding advisory vote to approve named executive officer compensation; and

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Proposal No. 4: to ratify the Tax Benefit Preservation Plan so that it may remain in effect through February 25, 2029, unless earlier terminated by our board of directors.

How does the board of directors recommend that I vote?

Our board of directors recommends that you vote:

•

FOR only the election of Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D., the seven director candidates nominated by our board of directors;

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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

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FOR the approval of named executive officer compensation; and

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FOR the ratification of the Tax Benefit Preservation Plan.

Please carefully review the BLUE proxy card or BLUE voting instruction form and only vote “FOR” the nominees recommended by our board of directors and “FOR” all other proposals.

Is my vote important?

Yes. Your vote will be especially important at the Annual Meeting. As you may know, Bradley L. Radoff, Michael Torok and certain of their affiliates (collectively, the Radoff-JEC Group) have notified the Company

that they intend to nominate three individuals (the Radoff-JEC Nominees) for election to our board of directors at the Annual Meeting in opposition to the election of three of the nominees recommended by our board of directors. Our board of directors does NOT endorse the Radoff-JEC Nominees, and the presence of the Radoff-JEC Nominees on the enclosed BLUE proxy card or BLUE voting instruction form is NOT an approval, or comment on the fitness, character, suitability or other qualifications, of the Radoff-JEC Nominees.

Our board of directors urges you to vote only on the BLUE proxy card or BLUE voting instruction form only “FOR” our board of directors’ nominees (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.), to disregard any materials sent to you by, or on behalf of, the Radoff-JEC Group, and not to sign, return or vote any white proxy card or white voting instruction form sent to you by, or on behalf of, the Radoff-JEC Group. We are not responsible for the accuracy or completeness of any information provided by, or relating to, the Radoff-JEC Group or the Radoff-JEC Nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Radoff-JEC Group, or any statements that the Radoff-JEC Group or its representatives have made or may otherwise make. Voting your shares by proxy using the enclosed BLUE proxy card or BLUE voting instruction ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting by proxy will not limit your right to change your vote during, or to attend, the Annual Meeting.

Our board of directors strongly urges you NOT to sign or return any white proxy card or white voting instruction form sent to you by, or on behalf of, the Radoff-JEC Group. If you have previously submitted a proxy using the proxy card or voting instruction form sent to you by, or on behalf of, the Radoff-JEC Group, you can revoke that proxy at any time by: (i) following the instructions on the enclosed BLUE proxy card or BLUE voting instruction form to vote by proxy via the internet or by telephone; or (ii) completing, signing, dating and mailing the enclosed BLUE proxy card or BLUE voting instruction form in the postage-paid envelope provided. Only your latest-dated, validly executed proxy will count.

How do I attend and participate in the Annual Meeting?

The Annual Meeting will be held by means of remote communication virtually on the internet. Although you will not be able to attend the Annual Meeting at a physical location, we have designed the Annual Meeting to provide stockholders the opportunity to participate virtually to facilitate stockholder attendance and provide a consistent experience to all stockholders, regardless of location. We believe that a virtual meeting will save corporate resources and encourage more stockholders to attend.

To participate in the Annual Meeting, please visit: www.cesonlineservices.com/seer26_vm. You may begin to log into the meeting platform beginning at 1:00 p.m., Pacific Time, on Tuesday, July 28, 2026. The webcast will begin promptly at 1:30 p.m., Pacific Time. To attend and vote at the Annual Meeting, you must have pre-registered using the instructions provided below.

The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plug-ins. Please ensure that you have a strong internet connection wherever you intend to participate in the Annual Meeting. Please also give yourself sufficient time to log-in before the Annual Meeting starts.

If you encounter any technical difficulties with the virtual meeting website on the day of the Annual Meeting, please call the technical support number that will be listed in your reminder email sent the night before the Annual Meeting. Technical support will be available starting at 1:00 p.m., Pacific Time, on July 28, 2026, and until the Annual Meeting has finished.

Recording or transcribing the Annual Meeting is prohibited.

Stockholders of Record: Shares Registered in Your Name with our Transfer Agent

If, on the Record Date, your shares were registered directly in your name with Computershare Trust Company, N.A., our transfer agent, then you are considered a “stockholder of record.”

In order to attend the Annual Meeting, stockholders of record will need to pre-register by 1:30 p.m., Pacific Time, on Monday, July 27, 2026. To pre-register, please visit www.cesonlineservices.com/seer26_vm with the control number from your BLUE proxy card. After registering, you will receive a confirmation email with a link and instructions for accessing the Annual Meeting. Please verify that you have received the confirmation email in advance of the Annual Meeting, including the possibility that it may be in your spam or junk email folder. Registration requests must be received no later than 1:30 p.m., Pacific Time, on Monday, July 27, 2026. You must pre-register and receive a confirmation email in order to vote or submit a question during the Annual Meeting.

If you have any questions or require any assistance with pre-registering, please contact Innisfree M&A Incorporated, our proxy solicitor. Stockholders may call toll-free at (877) 456-3524. Banks and brokers may call collect at (212) 750-5833.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee

If, on the Record Date, your shares were held not in your name, but rather by a broker, bank or other nominee, then you are the “beneficial owner” of shares held in “street name” and you are considered a “street name stockholder.”

In order to attend the Annual Meeting, street name stockholders will need to pre-register by 1:30 p.m., Pacific Time, on Monday, July 27, 2026. To pre-register, please visit www.cesonlineservices.com/seer26_vm with the control number from your BLUE voting instruction form or other instructions received from your broker, bank or other nominee. After registering, you will receive a confirmation email with a link and instructions for accessing the Annual Meeting. Please verify that you have received the confirmation email in advance of the Annual Meeting, including the possibility that it may be in your spam or junk email folder. Registration requests must be received no later than 1:30 p.m., Pacific Time, on Monday, July 27, 2026.

We encourage you to vote in advance of the Annual Meeting. Street name stockholders who intend to vote during the Annual Meeting must obtain and submit a legal proxy from their broker, bank or other nominee. Most of these entities allow a shareholder to obtain a legal proxy either online or by mail. If you request a legal proxy online and do not receive an email containing your legal proxy within two business days of such request, contact your broker, bank or other nominee. If you request a legal proxy by mail and do not receive it within five business days of such request, contact your broker, bank or other nominee.

You may submit your legal proxy either (i) in advance of the Annual Meeting by attaching the legal proxy (or an image thereof in PDF, JPEG, GIF or PNG file format) in an email to SEERRegister@Proxy-Agent.com; or (ii) along with your voting ballot during the Annual Meeting. We must have your legal proxy in order for a vote that you submit during the Annual Meeting to be valid. To avoid any technical difficulties on the day of the Annual Meeting, we encourage you to submit your legal proxy in advance in an email to SEERRegister@Proxy-Agent.com to ensure that your vote is counted, rather than wait to upload your legal proxy during the Annual Meeting. Multiple legal proxies must be combined into one document for purposes of uploading them to the Annual Meeting website.

May I ask questions at the Annual Meeting?

Stockholders who have completed the registration process in advance of the Annual Meeting may submit written comments or questions by typing in the “Ask a Question” box and clicking the “Send” button during the meeting. Please see above for information on registering to attend the Annual Meeting.

We will only answer questions related to procedural matters during the Annual Meeting. Questions received during the Annual Meeting will be answered as the allotted meeting time permits. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. In light of the number of business items on the meeting agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every stockholder who wishes to ask a question during the Annual Meeting will be able to do so. We also reserve the right to exclude questions that relate to personal matters or are not relevant to meeting matters, as well as to edit profanity or other inappropriate language.

Who is entitled to vote at the Annual Meeting?

Holders of our Class A common stock at the close of business on May 29, 2026 (the Record Date) are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of our Class A common stock held as of the Record Date. As of the Record Date, there were 55,315,982 shares of Class A common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate votes with respect to the election of directors.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for it to be properly held under our amended and restated bylaws and Delaware law. The holders of a majority of the voting power of the capital stock of the Company issued and outstanding and entitled to vote, present in person or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum. If a quorum is not present or represented at the Annual Meeting, then either (i) the chairperson of the meeting or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

How can I vote my shares?

We strongly encourage you to vote by proxy over the internet, by telephone or by mail by following the instructions on the enclosed BLUE proxy card or BLUE voting instruction form prior to the Annual Meeting. Regardless of how you hold your shares, voting by proxy ensures that if you are unable to attend the Annual Meeting, your shares will be voted at the Annual Meeting. Voting now will not limit your right to change your vote during, or to attend, the Annual Meeting.

Stockholders of Record: Shares Registered in Your Name with our Transfer Agent

If you are a stockholder of record, then this proxy statement was accompanied by a BLUE proxy card. You may vote in the following ways:

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Over the internet by following the instructions on the enclosed BLUE proxy card.

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By toll-free telephone by following the instructions on the BLUE proxy card.

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By completing, signing, dating and returning the enclosed BLUE proxy card.

•

By attending and voting at the Annual Meeting.

We strongly encourage you to vote by mail, via the internet or by telephone prior to the Annual Meeting by following the instructions provided on the enclosed BLUE proxy card, even if you plan to attend the Annual Meeting.

This year, your proxy card looks different. As a result of the actions of the Radoff-JEC Group, your BLUE proxy card has more names on it than there are director seats up for election. Please carefully review the BLUE proxy card and only vote “FOR” Seer’s director nominees (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.) and “FOR” all other proposals.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitation firm:

LOGO

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, NY 10110

Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee

If you are a street name stockholder, then this proxy statement, along with a BLUE voting instruction form, were sent to you by your broker, bank or other nominee. Your broker, bank or other nominee is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. We encourage you to communicate your voting decisions to your broker well before the date of the Annual Meeting to ensure that your vote will be counted.

If you are a beneficial owner, you received a BLUE voting instruction form from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee on the enclosed BLUE voting instruction form to direct your broker, bank or other nominee on how to vote your shares.

This year, your voting instruction form looks different. As a result of the actions of the Radoff-JEC Group, your BLUE voting instruction form has more names on it than there are director seats up for election. Please carefully review the BLUE voting instruction form and only vote “FOR” Seer’s director nominees (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.) and “FOR” all other proposals.

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitation firm:

LOGO

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, NY 10110

Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

How many votes are needed for approval of each proposal?

•

Proposal No. 1: Each director is elected by a plurality of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. You may vote (i) “FOR” for a director nominee or (ii) “WITHHOLD” for a director nominee. “Plurality” means that the seven nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee (whether as a result of a withhold vote or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. It is not possible to vote to abstain on the election of a nominee.

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Proposal No. 2: Approval of the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, requires the affirmative “For” vote of the majority of the voting power of the shares of our Class A common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. You may vote “For,” “Against” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

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Proposal No. 3: The non-binding advisory approval of named executive officer compensation requires the affirmative “For” vote of the majority of the voting power of the shares of our Class A common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. You may vote “For,” “Against” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our board of directors or Seer.

•

Proposal No. 4: Approval of the ratification of the Tax Benefit Preservation Plan requires the affirmative “For” vote of the majority of the voting power of the shares of our Class A common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. You may vote “For,” “Against” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal. To the extent that there is an Acquiring Person (as defined below) at the time of the vote on Proposal No. 4, any vote cast by an Acquiring Person or its affiliates or associates will be excluded from the tabulation.

What is a proxy?

A proxy is your legal designation of another person to vote the shares that you own at the Annual Meeting. The person that you designate is your “proxy,” and you give your proxy authority to vote your shares as you instruct by completing, signing and returning one or more validly executed proxy cards. By voting by proxy, each stockholder is able to cast his or her vote without having to virtually attend the Annual Meeting. Our board of directors has designated Omid Farokhzad, M.D. and David Horn, and each of them, with full power of substitution, to serve as proxy holders for the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you vote using the enclosed BLUE proxy card or BLUE voting instruction form prior to the Annual Meeting to ensure that your shares will be represented.

Completing, signing, dating and returning a proxy card by a stockholder of record will be presumed to be a proxy with respect to all shares held by that stockholder of record unless the proxy specifies otherwise.

Can I change my vote or revoke my proxy?

Yes, by following the instructions below.

If you have already voted using the Radoff-JEC Group’s white proxy card, we urge you to revoke that proxy by using the enclosed BLUE proxy card or BLUE voting instruction form to vote only “FOR” Seer’s director nominees (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.) and “FOR” all other proposals. Only your latest-dated, validly executed proxy will count.

Stockholders of Record: Shares Registered in Your Name with our Transfer Agent

If you are a stockholder of record, you may revoke your proxy or change your proxy instructions at any time before your proxy is exercised at the Annual Meeting by:

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entering a new, later dated vote via the internet or by telephone;

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completing, signing, dating and returning a new proxy card with a later date;

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delivering a written revocation to our President and Chief Financial Officer at Seer, Inc., 3800 Bridge Parkway, Suite 102, Redwood City, California 94065; or

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attending the Annual Meeting and voting thereat.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee

If you are a street name stockholder, you must contact the broker, bank or other nominee holding your shares and follow their instructions to change your vote or revoke your proxy.

What if I do not specify how my shares are to be voted?

Stockholders of Record: Shares Registered in Your Name with our Transfer Agent

If you are a stockholder of record and you submit a proxy but you do not provide voting instructions on a proposal(s), your shares will be voted:

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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;

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FOR the approval of named executive officer compensation;

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FOR the ratification of the Tax Benefit Preservation Plan; and

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in the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owner of Shares Held in “Street Name”: Shares Registered in the Name of a Broker, Bank or Other Nominee

If you are a street name stockholder and you do not provide your broker, bank or other nominee with voting instructions, then your broker, bank or other nominee will determine if it has discretion to vote on each matter. To the extent that your broker, bank or other nominee does not have discretion to vote a particular matter, that will result in a “broker non-vote”.

What are broker non-votes?

If you are a street name stockholder, we strongly encourage you to instruct your broker, bank or other nominee to vote your shares by following the instructions on the BLUE voting instruction form.

If you are a street name stockholder, the broker, bank or other nominee holding your shares is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a street name stockholder, you have the right to direct your broker, bank or other nominee how to vote your shares.

A “broker non-vote” occurs when a broker, bank or other nominee holding shares for a street name stockholder (i) has not received voting instructions from that stockholder in respect of a proposal being considered at a stockholder meeting and (ii) does not have discretionary authority to vote on that proposal. Your broker, bank or other nominee does not have discretionary authority to vote your shares on any “non-routine” proposals at the Annual Meeting, but does have discretionary authority, and may choose to vote your shares, on any “routine” proposals at the Annual Meeting. Applicable stock exchange rules determine whether proposals are “routine” or “non-routine.”

If your broker, bank or other nominee provides you with the Radoff-JEC Group’s proxy materials, then none of the proposals to be considered at the Annual Meeting will be considered “routine.” This means that if you do not provide voting instructions to your broker, bank or other nominee, that organization will not have authority to vote your shares on any proposal to be considered at the Annual Meeting. This is why it is critical that you instruct your broker, bank or other nominee how to vote your shares using the instructions found on the enclosed BLUE voting instruction form.

However, if your broker, bank or other nominee does not provide you with the Radoff-JEC Group’s proxy materials, then Proposal No. 2, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, will be considered “routine.” This means that if you do not provide voting instructions to your broker, bank or other nominee, that organization will have authority to vote your shares, and may choose to exercise that authority, on Proposal No. 2 only. All other proposals at the Annual Meeting will be considered “non-routine” and your broker, bank or other nominee will not have authority to vote your shares on those proposals without your instructions. This is why it is critical that you instruct your broker, bank or other nominee how to vote your shares using the instructions found on the enclosed BLUE voting instruction form.

Who is the Radoff-JEC Group? How is the Radoff-JEC Group involved in the Annual Meeting?

The Radoff-JEC Group is an activist investor group that collectively owns approximately 7.8% of our Class A common stock. The Radoff-JEC Group has notified us that it intends to nominate the Radoff-JEC Nominees for election to our board of directors at the Annual Meeting in opposition to the election of three of the nominees recommended by our board of directors. You may receive proxy solicitation materials from the Radoff-JEC Group, including proxy statements, proxy cards and/or white voting instruction forms. Our board of directors recommends that you disregard them. We are not responsible for the accuracy or completeness of any information provided by, or relating to, the Radoff-JEC Group contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Radoff-JEC Group or any statements that the Radoff-JEC Group or its representatives have made or may otherwise make. Our board of directors strongly urges you NOT to sign or return any white proxy card or white voting instruction form sent to you, by or on behalf of, the Radoff-JEC Group.

Our board of directors does NOT endorse the Radoff-JEC Nominees and unanimously recommends that you only vote “FOR” the election of the individuals nominated by our board of directors: Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D. The presence of the Radoff-JEC Nominees on the enclosed BLUE proxy card or BLUE voting instruction form is NOT an approval, or comment on the fitness, character, suitability or

other qualifications, of the Radoff-JEC Nominees. Our board of directors urges you to disregard any materials and NOT to sign, return or vote using any proxy card sent to you by, or on behalf, of the Radoff-JEC Group, even as a protest vote.

If you have already voted using the Radoff-JEC Group’s white proxy card, you have every right to change your vote by following the instructions above under Can I change my vote or revoke my proxy? Only your latest-dated, validly executed proxy will be counted.

Our board of directors does NOT endorse the election of the Radoff-JEC Nominees and urges you to only vote “FOR” the individuals nominated by our board of directors: Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.

You can best support us—and ensure our continued progress—by following the instructions on the enclosed BLUE proxy card or BLUE voting instruction form to only vote “FOR” the individuals nominated by our board of directors: Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.

Our board of directors urges you to disregard any materials and NOT to sign, return or vote using any white proxy card or white voting instruction form sent to you by, or on behalf of, the Radoff-JEC Group, even as a protest vote.

Why did I receive more than one proxy card?

Because the Radoff-JEC Group has submitted the Radoff-JEC Nominees, we may conduct multiple mailings prior to the Annual Meeting to ensure that stockholders have our latest information and materials to vote. In that event, we will send you a new BLUE proxy card or BLUE voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive more than one set of proxy materials, including multiple BLUE proxy cards or BLUE voting instruction forms, if you hold shares that are registered in more than one account. Please vote using the BLUE proxy card or BLUE voting instruction form for every account that you own. Only your latest-dated, validly executed proxy will be counted.

Why did I receive different color proxy cards or voting instruction forms? What should I do if I receive a white proxy card or white voting instruction form from the Radoff-JEC Group?

You may receive proxy solicitation materials from the Radoff-JEC Group, including proxy statements, white proxy cards and/or voting instruction forms. Our board of directors recommends that you disregard them. We are not responsible for the accuracy or completeness of any information provided by, or relating to, the Radoff-JEC Group contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Radoff-JEC Group or any statements that the Radoff-JEC Group or its representatives have made or may otherwise make. Our board of directors strongly urges you NOT to sign or return any white proxy card or white voting instruction form sent to you, by or on behalf of, the Radoff-JEC Group.

We have provided you with the enclosed BLUE proxy card or BLUE voting instruction form. Our board of directors does NOT endorse the Radoff-JEC Nominees, and the presence of the Radoff-JEC Nominees on the enclosed BLUE proxy card or BLUE voting instruction form is NOT an approval, or comment on the fitness, character, suitability or other qualifications, of the Radoff-JEC Nominees. Our board of directors strongly urges you to discard any card or solicitation materials that may be sent to you by the Radoff-JEC Group and NOT sign or return any white proxy card or white voting instruction form sent to you by, or on behalf of, the Radoff-JEC Group.

If you have already voted using the Radoff-JEC Group’s white proxy card, you have every right to change your vote by following the instructions above under Can I change my vote or revoke my proxy?

Is a universal proxy card being used in connection with voting at the Annual Meeting?

Yes. The SEC has adopted rules, commonly referred to as the “universal proxy rules,” requiring the use of a universal proxy card by most public companies in contested director elections. This means that all director nominees will be listed on each proxy card that is sent to stockholders in connection with a contested meeting. Stockholders may vote for any nominees that they wish, but may not vote for more nominees than there are seats available to be filled. Stockholders are permitted to vote for fewer than seven nominees or for any combination (up to seven total) of the board of director’s nominees and the JEC-Radoff Group’s nominees on the BLUE proxy card or BLUE voting instruction form. Voting “FOR” fewer than seven nominees will result in your shares being voted “FOR” only those nominees you have so marked and will default to a “WITHHOLD” vote with respect to any nominee left unmarked. If you vote “FOR” more than seven nominees, then your vote regarding the election of directors will be invalid and will not be counted.

Because the Radoff-JEC Group has provided notice of its intent to solicit votes to elect the Radoff-JEC Nominees, this year’s director elections are considered to be contested and a universal proxy card will be used. We and the Radoff-JEC Group will each use our own version of a universal proxy card containing the names of the individuals nominated by our board of directors (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.) and the Radoff-JEC Nominees.

Even though we are required to include the Radoff-JEC Nominees on our BLUE proxy card and BLUE voting instruction form, it does NOT mean that we recommend voting for the Radoff-JEC Nominees. The board of directors does NOT endorse the Radoff-JEC Nominees, and the presence of their names on the BLUE proxy card or BLUE voting instruction form is NOT an approval of the Radoff-JEC Nominees’ fitness, character, suitability or other qualifications. Our board of directors unanimously recommends that you only vote “FOR” the election of the individuals nominated by our board of directors: Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.

What happens if I return a BLUE proxy card or BLUE voting instruction form but give voting instructions for fewer than seven candidates?

If an undervote (that is, voting “FOR” with respect to fewer than seven nominees on Proposal No. 1) occurs, then the shares represented by that BLUE proxy card or BLUE voting instruction form will be voted as instructed. No discretionary authority is available to vote shares represented by an undervoted proxy card for the remaining director seats up for election.

What happens if I return a BLUE proxy card or BLUE voting instruction form but give voting instructions for more than seven candidates?

If an overvote (that is, voting “FOR” with respect to more than seven nominees on Proposal No. 1) occurs, then the shares represented by that BLUE proxy card or BLUE voting instruction form will not be voted on Proposal No. 1. Valid votes on other matters on that BLUE proxy card or BLUE voting instruction form will be counted, including for purposes of determining a quorum.

What happens if the Radoff-JEC Group withdraws or abandons its solicitation or fails to comply with the universal proxy rules?

If the Radoff-JEC Group withdraws or abandons its solicitation or fails to comply with the universal proxy rules after a stockholder has already granted proxy authority, stockholders can still use a BLUE proxy card or BLUE voting instruction form to submit a later-dated vote over the internet, by telephone or by mail.

If you do not revoke a proxy given in favor of the Radoff-JEC Nominees prior to the Annual Meeting and the Radoff-JEC Group withdraws or abandons its solicitation or fails to comply with the requirements of the universal proxy rules or our bylaws (by, for example, failing to solicit the requisite number of holders of our Class A common stock), any votes cast in favor of the Radoff-JEC Nominees will be disregarded and not counted, whether such vote is provided on a BLUE proxy card or BLUE voting instruction form or a white proxy card or white voting instruction form sent by the Radoff-JEC Group.

How are proxies solicited for the Annual Meeting and who is paying for such solicitation?

Our board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. Copies of proxy solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees.

As a result of the proxy contest initiated by the Radoff-JEC Group, we may incur substantial additional costs in connection with the solicitation of proxies. We have retained Innisfree M&A Incorporated (Innisfree) to assist us in the solicitation of proxies for a fee of up to $675,000 plus out-of-pocket expenses. Innisfree expects that approximately 30 of its employees will assist in the solicitation. Our expenses related to the solicitation of proxies from stockholders this year may substantially exceed those normally spent for an annual meeting of stockholders. Such additional costs are expected to aggregate up to approximately $2.6 million, exclusive of any costs related to any litigation in connection with the Annual Meeting. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with this solicitation. These additional solicitation costs are expected to include: the fee payable to our proxy solicitor; increased mailing costs, such as the costs of additional mailings of solicitation material to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners of our Class A common stock; certain legal fees and expenses related to the Annual Meeting; and the costs of retaining an independent inspector of election. To date, we have incurred approximately $0.5 million of these solicitation costs.

Other than the persons described in this proxy statement, no general class of employee of the Company will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, the Company’s employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of the solicitation. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication or other means by our directors, officers, employees or agents. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.

If you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges that you may incur. If you choose to vote by telephone, you are responsible for telephone charges that you may incur.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the proxy materials and annual report to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

Seer, Inc.

Attention: President and Chief Financial Officer

3800 Bridge Parkway, Suite 102

Redwood City, California 94065

(650) 453-0000

Stockholders who hold shares in street name may contact their bank, broker or other nominee to request information about householding. Please note that because the Company expects the Annual Meeting to be contested, the Company does not expect to implement “householding” for this year’s Annual Meeting.

How can I find out the results of the voting at the Annual Meeting?

If available, we may announce preliminary voting results at the Annual Meeting. In addition, we will disclose final voting results on a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, we will file an amendment to the Form 8-K to disclose the final results.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our President and Chief Financial Officer in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2027 annual meeting of stockholders, our President and Chief Financial Officer must receive the written proposal at our principal executive office not later than February 3, 2027. In addition, stockholder

proposals must comply with the requirements of Rule 14a-8 under the Exchange Act, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Seer, Inc.

Attention: President and Chief Financial Officer

3800 Bridge Parkway, Suite 102

Redwood City, California 94065

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before the annual meeting by or at the direction of our board of directors, or (iii) properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our President and Chief Financial Officer, which notice must contain the information specified in our bylaws. To be timely for our 2027 annual meeting of stockholders, our President and Chief Financial Officer must receive the written notice at our principal executive office:

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not earlier than 8:00 a.m., Pacific Time, on March 20, 2027; and

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not later than 5:00 p.m., Pacific Time, on April 19, 2027.

In the event that we hold our 2027 annual meeting of stockholders more than 25 days from the one-year anniversary of the date of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than 5:00 p.m., Pacific Time on the 120th day before such annual meeting and no later than 5:00 p.m., Pacific Time on the later of the following two dates:

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the 90th day prior to such annual meeting; or

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the 10th day following the day on which public announcement of the date of such annual meeting is first made.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our President and Chief Financial Officer in accordance with our bylaws, which, in general, require that the notice be received by our President and Chief Financial Officer within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

In addition to satisfying the requirements of our bylaws, including the earlier notice deadlines set forth above and therein, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees (other than our nominees) must also provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than April 19, 2027.

Stockholders who, among other things, hold continuously (i) at least $2,000 in market value of the outstanding shares of our Class A common stock for at least three years prior to the date of the submission of the recommendation or nomination, (ii) at least $15,000 in market value of the outstanding shares of our Class A common stock for at least two years prior to the date of the submission of the recommendation or nomination, or (iii) at least $25,000 in market value of the outstanding shares of our Class A common stock for at least one year prior to the date of the submission of the recommendation or nomination may propose director candidates for

consideration by our corporate governance and nominating committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our President and Chief Financial Officer at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to our Board of Directors.”

Availability of Bylaws

A copy of our amended and restated bylaws may be obtained by accessing our public filings on the SEC’s website at www.sec.gov. You may also contact our President and Chief Financial Officer at our principal executive office for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Whom do I contact if I have questions about the Annual Meeting?

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitation firm:

LOGO

Innisfree M&A Incorporated

500 Fifth Avenue, 21st Floor

New York, NY 10110

Stockholders may call toll free: (877) 456-3524

Banks and Brokers may call collect: (212) 750-5833

BACKGROUND TO THE SOLICITATION

The summary below details the material events and communications between Seer and the Radoff-JEC Group leading up to this solicitation. This summary does not purport to catalog every conversation of or between members of our board of directors and our management and advisors, on the one hand, and the Radoff-JEC Group and its representatives, on the other hand.

Seer’s mission is to imagine and pioneer new ways to decode the biology of the proteome to improve human health. Through our product, the Proteograph^® Product Suite, we provide researchers with unbiased, deep, rapid and large-scale access to the proteome, enabling biological discovery that has historically been impractical. With our pioneering proprietary engineered nanoparticle technology and the Proteograph Product Suite, we provide the most complete, precise, and scalable platform for deep, unbiased proteomics to power population-scale studies and data-driven biology.

Seer is building a market from the ground up, having created a deep, unbiased proteomics platform distinct from that which currently exists in the targeted proteomics space. Seer continues to execute against its strategy to expand utilization of its growing installed base, secure additional population-scale cohort and biobank studies, and broaden its addressable markets through product innovation. Our board of directors believes that Seer is well positioned to strengthen its leadership as the preferred unbiased proteomic platform for AI-driven biology, supported by a rich source of robust data, and to capitalize on significant value creation opportunities.

As part of Seer’s ongoing commitment to drive stockholder value, our board of directors and management team regularly review Seer’s priorities and opportunities and assess them against a variety of strategic options. Consistent with its fiduciary duty, our board of directors seriously evaluates any credible proposal or value-creating opportunity. In service of that objective, Seer regularly meets with stockholders to better understand their perspectives.

From time to time in 2024 and 2025, members of our management team have spoken separately with Messrs Radoff and Torok. Mr. Radoff and entities affiliated with him have been investors in Seer at various points over the past several years.

Consistent with its commitment to maximizing stockholder value through a variety of mechanisms, in May 2024 our board of directors authorized a $25.0 million share repurchase program. Under this program, we have repurchased approximately 13.2 million shares of Class A common stock, including through occasional block purchases. We believe that Mr. Radoff and entities affiliated with him were the counterparties to a block trade with us in May 2025; as part of this block trade, we repurchased 3 million shares of Class A common stock at a price of $1.93 per share from the counterparties.

On December 9, 2025, our dual class share structure expired in accordance with its terms. This resulted in a governance structure with a single class of common stock, with each share having one vote. Shortly after this expiration, the Radoff-JEC Group began swiftly accumulating shares of our Class A common stock.

On February 20, 2026, the Radoff-JEC Group filed a Schedule 13D with the SEC that disclosed ownership of approximately 6.5% of our Class A common stock. Much of this ownership position was acquired in rapid fashion during the first three weeks of February 2026.

On February 23, 2026, the Radoff-JEC Group issued an open letter to our board of directors.This letter made a series of allegations regarding the Company’s share price performance, operating results and certain historical decisions made by our board of directors. Many of these allegations were misleading or lacked factual support.

On February 25, 2026, our board of directors authorized an additional repurchase program of up to $25.0 million of our Class A common stock.

On February 26, 2026, we announced the adoption of the Tax Benefit Preservation Plan. The Tax Benefit Preservation Plan is designed to help preserve and protect Seer’s valuable income tax net operating loss carryforwards and other tax assets. As of December 31, 2025, Seer had approximately $262 million of loss carryforwards and tax assets.

On March 2, 2026, the Radoff-JEC Group amended its Schedule 13D to disclose ownership of approximately 7.6% of our Class A common stock.

On March 9, 2026, we received a request from the Radoff-JEC Group for the director nominee questionnaire contemplated by our bylaws.

On March 12, 2026, the members of our corporate governance and nominating committee met with Messrs. Radoff and Torok to constructively engage and better understand the perspectives of Messrs. Radoff and Torok.

On March 13, 2026, we amended the Tax Benefit Preservation Plan to clarify the definition of Beneficial Ownership.

On March 16, 2026, Messrs. Radoff and Torok made an informal request by email for an exemption under the Tax Benefit Preservation Plan to allow the Radoff-JEC Group to further increase its ownership stake in the Company.

On March 19, 2026, representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation (Wilson Sonsini), on behalf of Seer, provided counsel to the Radoff-JEC Group with the director nominee questionnaire contemplated by our bylaws.

On March 20, 2026, representatives of Wilson Sonsini, on behalf of Seer, informed Messrs. Radoff and Torok that (i) their March 16 request did not meet the requirements for an exemption request under the Tax Benefit Preservation Plan; and (ii) our board of directors would consider any request that met the requirements of the Tax Benefit Preservation Plan.

On April 13, 2026, the Radoff-JEC Group notified us of its nomination of the Radoff-JEC Nominees (Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini) for election as directors at the Annual Meeting.

Also on April 13, 2026, the Radoff-JEC Group submitted an unsolicited, non-binding proposal to acquire all of the outstanding shares of our Class A common stock for $2.25 per share plus a contingent value right (the Initial Unsolicited Proposal). The Initial Unsolicited Proposal was not accompanied by any evidence that the Radoff-JEC Group had access to the funds necessary to consummate the proposed acquisition.

On April 20, 2026, our board of directors met and discussed the Radoff-JEC Nominees and the Initial Unsolicited Proposal.

On April 23, 2026, our board of directors requested to interview the Radoff-JEC Nominees. The Radoff-JEC Group declined to respond to this request.

On April 24, 2026, the Radoff-JEC Group submitted a revised unsolicited, non-binding proposal to acquire all of the outstanding shares of our Class A common stock for $2.35 per share plus a contingent value right (the Second Unsolicited Proposal). As with the Initial Unsolicited Proposal, the Second Unsolicited Proposal was not accompanied by any evidence that the Radoff-JEC Group had access to the funds necessary to consummate the proposed acquisition.

Later on April 24, 2026, our board of directors met and discussed the Radoff-JEC Nominees and the Second Unsolicited Proposal. Our board of directors, with the advice and assistance of its independent legal and financial

advisers, Wilson Sonsini and Perella Weinberg Partners LP, determined that the Second Unsolicited Proposal significantly undervalues Seer and is not in the best interests of stockholders. In reaching this conclusion, our board of directors determined that the Second Unsolicited Proposal implies an equity value for Seer that is materially below the sum of Seer’s current cash, cash equivalents and investments. In addition, the Second Unsolicited Proposal fails to reflect the value of Seer’s Proteograph Product Suite platform, as well as Seer’s technology leadership, adoption momentum and standalone growth prospects.

On April 27, 2026, we announced our board of directors’ determination that the Second Unsolicited Proposal significantly undervalues Seer and is not in the best interests of stockholders.

On April 29, 2026, the Radoff-JEC Group issued a press release calling on our independent directors to reevaluate the Second Unsolicited Proposal.

On May 8, 2026, our board of directors met and discussed the Radoff-JEC Nominees and the possibility of a proxy contest at the Annual Meeting.

On May 14, 2026, the Radoff-JEC Group submitted a revised unsolicited, non-binding proposal to acquire all of the outstanding shares of our Class A common stock for $2.40 per share plus a contingent value right (the Third Unsolicited Proposal). As with the Initial Unsolicited Proposal and the Second Unsolicited Proposal, the Third Unsolicited Proposal was not accompanied by any evidence that the Radoff-JEC Group had access to the funds necessary to consummate the proposed acquisition.

Also on May 14, 2026, our corporate governance and nominating committee met. At this meeting, the committee discussed the composition of our board of directors and the skills needed to oversee management’s execution of our strategic plan. The committee also discussed the Radoff-JEC Group’s decision not to make the Radoff-JEC Nominees available for customary interviews. The committee determined that (i) the Radoff-JEC Nominees would not be additive to our board of directors because our board of directors already possesses the skills represented by the Radoff-JEC Nominees; (ii) our board of directors is functioning well as currently composed and is rigorous in its approach to management accountability; and (iii) our current directors are better qualified to steward Seer than the Radoff-JEC Nominees. As a result, the committee recommended that our board of directors nominate our current directors (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.) to stand for election at the Annual Meeting.

Following the meeting of the corporate governance and nominating committee, our board of directors was presented with the recommendation of the corporate governance and nominating committee and the reasons for that recommendation. Our board of directors adopted the recommendation and reasoning of the corporate governance and nominating committee. As a result, our board of directors nominated our current directors (Omid Farokhzad, M.D., Meeta Gulyani, Robert Langer, Sc.D., Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro and Nicolas Roelofs, Ph.D.) to stand for election at the Annual Meeting.

On May 18, 2026, we filed a preliminary copy of this proxy statement with the SEC.

On May 21, 2026, the Radoff-JEC Group filed a preliminary copy of its proxy statement with the SEC.

On May 22, 2026, we announced our board of directors’ determination that the Third Unsolicited Proposal significantly undervalues Seer and is not in the best interests of stockholders.

On May 27, 2026, the Radoff-JEC Group issued a press release calling on our independent directors to reevaluate the Third Unsolicited Proposal.

On June 1, 2026, the Radoff-JEC Group filed a definitive copy of its proxy statement with the SEC.

On June 3, 2026, we filed a definitive copy of this proxy statement with the SEC.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

We manage our business affairs under the direction of our board of directors, which currently consists of seven members. Our board of directors has affirmatively determined that five of our seven directors qualify as “independent” within the meaning of the listing standards of the Nasdaq Stock Market LLC (Nasdaq).

Upon the recommendation of our corporate governance and nominating committee, we are nominating Drs. Farokhzad, Langer and Roelofs, Ms. Gulyani and Messrs. McGuire and Nishar as directors at the Annual Meeting, each to serve for a one-year term until our 2027 annual meeting of stockholders and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

The following table sets forth the names and ages as of May 11, 2026 and certain other information for each of the directors:

Name

Age

Position

Director
Since

Audit
Committee

Corporate
Governance and
Nominating
Committee

Talent and
Compensation
Committee

Science and
Technology
Committee

Omid Farokhzad, M.D.

Chief Executive
Officer and Chair of
the Board of
Directors

2017

Meeta Gulyani

Director

2021

Chair

Robert Langer, Sc.D.

Director

2017

Chair

Terrance McGuire

Director

2017

Member

Chair

Dipchand (Deep) Nishar

Director

2021

Member

Isaac Ro

Director

2025

Member

Nicolas Roelofs, Ph.D.

Lead Independent
Director

2024

Chair

Member

Omid Farokhzad, M.D. co-founded our Company and has served as our Chief Executive Officer since February 2018, and as a member of our board of directors since March 2017, serving as the Chair since September 2020, and as President of the Company from September 2022 until November 2023. He was the executive chair of Dynamics Special Purpose Corp., a blank check company, from May 2021 until June 2022. From September 2004 to February 2018, he was a Professor at Harvard Medical School and directed the Center for Nanomedicine at Brigham and Women’s Hospital. Dr. Farokhzad previously co-founded BIND Therapeutics, a biotechnology company acquired by Pfizer Inc., Selecta Biosciences, Inc., a clinical-stage biotechnology company, and Tarveda Therapeutics, Inc., a clinical stage biopharmaceutical company. He has served on the board of directors of several privately-held companies and was previously a director of Senti Biosciences, Selecta Biosciences and BIND Therapeutics. Dr. Farokhzad holds an M.A. and M.D. from Boston University and an MBA from Massachusetts Institute of Technology Sloan School of Management.

Dr. Farokhzad is physician-scientist, serial entrepreneur, company founder, company builder, executive and director. As the founder of Seer, he brings to our board of directors extensive scientific, managerial and technical knowledge. Dr. Farokhzad has been repeatedly recognized for his contributions to innovation, biotechnology, nanotechnology and entrepreneurship. His honors include the Ellis Island Medal of Honor (2016), the Golden Door Award from the International Institute of New England (2014) recognizing his scientific, societal and economic contributions to the United States as an immigrant, the Mustafa Price (2023), the 2013 RUSNANOPRIZE, and the Ernst & Young New England Entrepreneur of the Year award (2012). He is also a 2018 Fellow of the National Academy of Inventors and was named as one of the Worldview 100 by Scientific American (2015). He is a seasoned executive who draws on his years of experience working with transformative companies.

Meeta Gulyani has served as a member of our board of directors since November 2021. Ms. Gulyani has been Senior Vice President, General Manager, Bioprocessing and Head of Life Science Strategy for Ecolab since December 2024. From September 2023 to December 2024, Ms. Gulyani provided board and advisory services. From October 2023 to February 2024, she was a member of Novo Advisory Group at Novo Holdings, the holding and investment company of the Novo Nordisk Foundation, supporting its life science investments. She has been an advisory board member of Single Use Support GmbH, which provides innovative fluid management solutions around single use technologies for the biopharma industry, since October 2024. From January 2016 to August 2023, Ms. Gulyani was Executive Vice President, Head of Strategy, and Business Development at the Life Science division of Merck KGaA, Darmstadt, Germany, a global life science and technology company (the Life Science business operates as Millipore Sigma in U.S. and Canada). From May 2014 to December 2015, she was Executive Vice President, Head of Global Strategy and Franchises at the Pharmaceutical business of Merck KGaA, Darmstadt, Germany, which operates as EMD Serono, Inc. in U.S. and Canada. From January 2012 to April 2014, Ms. Gulyani was General Manager, South Asia, including India, at Roche Pharmaceuticals, division of Roche Holding AG, a healthcare company. Prior to Roche, she held numerous marketing and sales leadership roles at Sanofi, a global pharmaceutical company. Ms. Gulyani holds a MBA from the Asian Institute of Management, Philippines. She earned a bachelor’s degree in economics from the Shri Ram College of Commerce at Delhi University in India.

Ms. Gulyani has significant executive experience at some of the largest healthcare and life science companies in the world, with substantial international operating and strategic experience. She brings to our board of directors expertise in corporate strategy, general management, business development and expansion across the pharmaceuticals and life science tools sectors.

Robert Langer, Sc.D. has served as a member of our board of directors since December 2017. Dr. Langer has been an Institute Professor at the Massachusetts Institute of Technology since July 2005. Dr. Langer’s research focuses on biotechnology and materials science, including the development of polymer-based drug delivery systems and controlled-release technologies for a range of therapeutic modalities. His work spans applications in biologics, gene-based therapies and vaccines, as well as externally triggered delivery systems. He currently serves on the board of directors of Puretech Health plc, and previously was on the board of directors of a number of companies including Alkermes, Inc., Moderna, Inc., Momenta Pharmaceuticals, Inc., Millipore Corp., Rubius Therapeutics and Wyeth. Dr. Langer currently serves on the Board of Trustees at Boston Children’s Hospital and previously served as the Chair of the U.S. Food and Drug Administration’s SCIENCE Board, its highest advisory board. Dr. Langer holds a B.S. in Chemical Engineering from Cornell University and an Sc.D. in Chemical Engineering from Massachusetts Institute of Technology.

Dr. Langer is a prolific entrepreneur and visionary scientist who has co-founded more than 30 companies over a multi-decade career. These companies collectively have resulted in transformative products that have changed the world across many end-markets. He has received hundreds of awards including being one of three living people to receive both of the United States’ highest scientific awards – the National Medal of Science (2006) and the National Medal of Technology and Innovation (2011). He has also received the Breakthrough Prize (2014), the Draper Prize (considered the engineering equivalent of the Nobel Prize) (2014), and the Kavli Prize for nanoscience (2024). With over 1600 scientific articles and over 1,000 patents, Dr. Langer brings to our board of directors extensive scientific and technical knowledge, as well as deep expertise in growing and scaling biotechnology companies.

Terrance McGuire has served as a member of our board of directors since December 2017. Mr. McGuire is a founding partner of Polaris Partners. Prior to starting Polaris Partners in 1996, Mr. McGuire spent seven years at Burr, Egan, Deleage & Co., investing in early stage medical and information technology companies. He currently serves on the board of directors of Invivyd, Inc. (formerly Adagio Therapeutics, Inc.), Tectonic Therapeutic Inc., and Whitehead Institute, and previously was on the board of directors of Acceleron Pharma, Inc., Akamai Technologies, Inc., Alector, Inc., Arsanis, Inc., Cubist Pharmaceuticals, Inc., Cyclerion Therapeutics, Inc., Ironwood Pharmaceuticals, Inc., Pulmatrix, Inc., and The David H. Koch Institute for Integrative Cancer

Research at the Massachusetts Institute of Technology. Mr. McGuire also serves as a member of the Board of The Arthur Rock Center for Entrepreneurship at Harvard Business School and The Healthcare Initiative Advisory Board and on the Board of Advisors of the Thayer School of Engineering at Dartmouth College. He holds a B.S. in Physics and Economics from Hobart College, an M.S. in Engineering from the Thayer School at Dartmouth College and an MBA from Harvard Business School.

Mr. McGuire is a noted venture capitalist, with substantial investing experience in the biotechnology sector, and is a former chairman of the National Venture Capital Association. He brings to our board of directors significant experience as a capital allocator, business builder and biotechnology investor. Our board of directors greatly benefits from Mr. McGuire’s perspective as an outside investor.

Dipchand (Deep) Nishar has served as a member of our board of directors since February 2021. From January 2022 to March 2025, Mr. Nishar was a Managing Director at General Catalyst. From June 2015 to December 2021, he was a Senior Managing Partner of SoftBank Investment Advisers (US) Inc., a private equity company. From January 2009 to October 2014, he was with LinkedIn Corporation, an employment-oriented online service company acquired by Microsoft Corporation, where he was Senior Vice President, Product and User Experience. From August 2003 to January 2009, Mr. Nishar held various executive roles with Google Inc., a technology company that specializes in Internet-related services and products, most recently as the Senior Director of Products for the Asia-Pacific region. Mr. Nishar was on the board of directors of Dynamics Special Purpose Corp., from May 2021 until June 2022, and Vir Biotechnology, Inc., from August 2017 until June 2022. Mr. Nishar previously was on the board of directors of Guardant Health, Inc., Relay Therapeutics, Inc., TripAdvisor, Inc., and Vir Biotechnology, Inc. Mr. Nishar holds a B. Tech from the Indian Institute of Technology, an M.S. in Electrical Engineering from the University of Illinois, Urbana-Champaign and an MBA from Harvard Business School.

Mr. Nishar has over 20 years of experience helping build and grow companies. Our board of directors greatly benefits from his extensive background in corporate strategy, governance, capital allocation, investing and management. Our board of directors believes that Mr. Nishar’s perspective as an outside investor is invaluable.

Isaac Ro has served as a member of our board of directors since September 2025. Mr. Ro has been a Partner at Catalio Capital Management since April 2023. Mr. Ro has led multiple venture and private credit investments in breakthrough life science companies. He currently serves as a member of the board of directors of PinkDx and PrognomiQ. Mr. Ro was previously the Executive Chairman of Haystack Oncology from November 2022 until June 2023, where he led the company through its successful acquisition by Quest Diagnostics. Mr. Ro was Chief Financial Officer of Sema4 Holdings Corp. from July 2021 to July 2022 when it was acquired by GeneDx. He also held the role of Chief Financial Officer of Thrive Earlier Detection, where he led the company’s launch and subsequent sale to Exact Sciences in 2020. Prior to Thrive, Mr. Ro led the U.S. Medical Technology and Life Science Tools equity research teams at Goldman Sachs from 2010 to 2019, and held a similar role at Leerink Partners prior to that. Mr. Ro holds a B.A. in History and was Pre-Med at Middlebury College.

Mr. Ro is a noted biotechnology investor and executive. He brings to our board of directors expertise in corporate strategy, finance, capital allocation, governance, investing and management. Our board of directors benefits greatly from his industry perspective, as well as his experience in equity research. Mr. Ro provides our board of directors with the perspective of an outside investor.

Nicolas Roelofs, Ph.D. has served as a member of our board of directors and as our Lead Independent Director since August 2024. Dr. Roelofs has been a Venture Partner of Sciety AB since August 2024 and was a Thematic Partner and Advisor at Summa Equity AB from July 2016 to December 2025. Dr. Roelofs has also been Industrial Advisor of Nordic Capital since 2014. Dr. Roelofs has served on the board of directors of Olink Holding AB, a Swedish publicly limited liability company that trades on the Nasdaq Global Market. Since 2014, Dr. Roelofs has been a director and chairman of the board of directors of multiple privately held companies, including Sengenics Corporation Pte Ltd., One BioMed Pte Ltd. and ScaleBio Ltd. Dr. Roelofs also serves as a

member of the board of directors of multiple privately held companies, including LGC Group. Dr. Roelofs previously was the President of the Life Sciences Group at Agilent Technologies, Group Operations Officer for the Life Sciences Division of Bio-Rad Inc., and Chief Operating Officer of Stratagene Inc. He holds a B.S. in Chemistry, Biology, and German from Simpson College, an M.S. in Organic Chemistry from Iowa State University, and his doctorate in organic chemistry from University of Nevada, Reno.

Dr. Roelofs has extensive experience in the life sciences sector as an executive and investor. He brings to our board of directors substantial executive experience at prominent life sciences companies, as well as significant scientific and technical knowledge. Dr. Roelofs also has experience as a director at public companies, and our board of directors benefits from his governance expertise.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Director Independence

Our Class A common stock is listed on the Nasdaq Global Select Market. Under the listing standards of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion of our initial public offering. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, talent and compensation and corporate governance and nominating committees be independent. Audit committee members and talent and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the listing standards of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 and under the listing standards of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, our board of directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the listing standards of Nasdaq, our board of directors must affirmatively determine that each member of the talent and compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a talent and compensation committee member, including: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of Meeta Gulyani, Terrance McGuire, Dipchand (Deep) Nishar, Isaac Ro, and Nicolas Roelofs, Ph.D., representing five of our seven directors, does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of Nasdaq. In addition, our board of directors has determined that all members of our audit,

talent and compensation and corporate governance and nominating committees satisfy the independence standards for committee members established by applicable SEC rules and regulations and the listing standards of Nasdaq. Additionally, former director David Hallal, who served on our board of directors until July 2025, was independent during the period.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party and Other Transactions.”

Board Leadership Structure

Our board of directors has appointed Nicolas Roelofs, Ph.D. to serve as our Lead Independent Director beginning August 13, 2024. Prior to Dr. Roelofs’ appointment, Mr. Hallal served as our Lead Independent Director. As a general matter, our board of directors believes that appointing a Lead Independent Director, while our Chief Executive Officer serves as Chair, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of our board of directors as a whole. As Lead Independent Director, Dr. Roelofs will preside over periodic meetings of our independent directors, serve as a liaison between our Chair and Chief Executive Officer, and our independent directors and perform such additional duties as our board of directors may otherwise determine and delegate.

Committees of our Board of Directors

Our board of directors has established an audit committee, a talent and compensation committee, a corporate governance and nominating committee, and a science and technology committee. The composition, responsibilities and the number of meetings held during 2025 of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Audit Committee

Our audit committee consists of Meeta Gulyani, Terrance McGuire, and Isaac Ro, with Ms. Gulyani serving as Chair. Our former director, David Hallal, also served on our audit committee until July 2025. Our board of directors has determined that each of the members of our audit committee, as well as Mr. Hallal at the time he was serving on our audit committee, satisfies the independence requirements under the listing standards of Nasdaq and Rule 10A-3 of the Exchange Act. Our board of directors has determined that Mr. Ro is an “audit committee financial expert” within the meaning of SEC rules and regulations. Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our board of directors examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in monitoring our financial systems. Our audit committee is also responsible for, among other things:

•

selecting and hiring the independent registered public accounting firm to audit our financial statements;

•

helping to ensure the independence and performance of the independent registered public accounting firm;

•

approving audit and non-audit services and fees;

•

reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent

audit and the quarterly reviews and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

•

preparing the audit committee report that the SEC requires to be included in our annual proxy statement;

•

reviewing reports and communications from the independent registered public accounting firm;

•

reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

•

reviewing our policies on risk assessment and risk management, including with respect to information technology and cybersecurity risks;

•

reviewing and monitoring conflicts of interest situations, and approving or prohibiting any involvement in matters that may involve a conflict of interest or taking of a corporate opportunity;

•

reviewing related party transactions; and

•

establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our audit committee is available on our investor relations website at investor.seer.bio. In 2025, our audit committee held four meetings and acted by unanimous written consent once.

Talent and Compensation Committee

Our talent and compensation committee consists of Terrance McGuire and Nicolas Roelofs, Ph.D., with Mr. McGuire serving as Chair. Our former director, David Hallal, also served on our talent and compensation committee until July 2025. Our board of directors has determined that each of the members of our talent and compensation committee, as well as Mr. Hallal at the time he was serving on our talent and compensation committee, is independent under the listing standards of Nasdaq and a “non-employee director” as defined in Rule 16b-3 under the Exchange Act.

Our talent and compensation committee oversees our compensation policies, plans, and benefits programs. The compensation committee is also responsible for, among other things:

•

overseeing our overall compensation philosophy and compensation policies, plans and benefit programs;

•

reviewing and approving, or recommending to our board of directors for approval, the compensation of our executive officers and directors;

•

preparing the talent and compensation committee report that the SEC requires to be included in our annual proxy statement, if any; and

•

administering our equity compensation plans.

Our talent and compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter for our talent and compensation committee is available on our investor relations website at investor.seer.bio. In 2025, our talent and compensation committee held four meetings and acted by unanimous written consent once.

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee consists of Dipchand (Deep) Nishar and Nicolas Roelofs, Ph.D., with Dr. Roelofs serving as Chair. Our former director, David Hallal, also served on our corporate

governance and nominating committee until July 2025. Our board of directors has determined that each of the members of our corporate governance and nominating committee, as well as Mr. Hallal at the time he was serving on our corporate governance and nominating committee, is independent under the listing standards of Nasdaq.

Our corporate governance and nominating committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors. The corporate governance and nominating committee is also responsible for, among other things:

•

identifying, evaluating, and making recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

•

considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

•

reviewing developments in corporate governance practices;

•

evaluating the adequacy of our corporate governance practices and reporting; and

•

evaluating the performance of our board of directors and of individual directors.

Our corporate governance and nominating committee operates under a written charter that satisfies the listing standards of Nasdaq. A copy of the charter for our corporate governance and nominating committee is available on our investor relations website at investor.seer.bio. In 2025, our corporate governance and nominating committee held four meetings and acted by unanimous written consent two times.

Science and Technology Committee

Our science and technology committee consists of Robert Langer, Sc.D., Dipchand (Deep) Nishar and Nicolas Roelofs, Ph.D., with Dr. Langer serving as Chair. Our science and technology committee oversees and assists our board of directors in its oversight of our scientific and technological strategies and research and development plans and goals. In 2025, our science and technology committee held one meeting. The science and technology committee is also responsible for, among other things:

•

reviewing and evaluating our performance relating to our research and development plans and goals;

•

reviewing and evaluating our scientific and technological strategies and research and development plans, and goals, including the competitive environment;

•

identifying and discussing significant emerging science and technology issues and trends, including their potential impact on our scientific and technological strategies and research and development plans and goals; and

•

conducting a periodic review of our intellectual property portfolio and strategy, including our overall competitiveness.

Attendance at Board and Stockholder Meetings

During our fiscal year ended December 31, 2025, our board of directors held six meetings (including regularly scheduled and special meetings) and acted by unanimous written consent four times and each director attended at least 85% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served on such committee.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we strongly encourage, but do not require, our directors to attend. Four members of our board of directors (in addition to our Chief Executive Officer) attended our annual meeting of stockholders in 2025.

Talent and Compensation Committee Interlocks and Insider Participation

During 2025, Terrance McGuire, David Hallal (who served on our board of directors until July 2025) and Nicolas Roelofs, Ph.D. served on our talent and compensation committee. None of the members of our talent and compensation committee is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the past fiscal year, as a member of our board of directors or the talent and compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more of its executive officers serving as a member of our board of directors or our talent and compensation committee.

Considerations in Evaluating Director Nominees

Our corporate governance and nominating committee uses a variety of methods, including engaging the services of outside consultants and search firms, to identify and evaluate director nominees. In its evaluation of director candidates, our corporate governance and nominating committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our corporate governance and nominating committee considers include such factors as character, integrity, judgment, age, independence, skills, education, expertise, business acumen, corporate experience, length of service, understanding of our business and other commitments, among other things. Nominees must also have the highest personal and professional ethics and integrity and skills that are complementary to those of the existing directors to reflect our strategic priorities and contribute to the effective oversight of our long-term growth objectives. Director candidates must have the ability to assist and support management and make significant contributions to our success based on proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment. Nominees must also have an understanding of the fiduciary responsibilities that are required of a member of our board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings. Our corporate governance and nominating committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

The corporate governance and nominating committee considers the suitability of each director candidate, including current directors, in light of the current size and composition of our board. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should represent a broad range of perspectives, and our corporate governance and nominating committee considers a broad range of backgrounds and experiences. Our corporate governance and nominating committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our corporate governance and nominating committee recommends to our full board of directors the director nominees for selection.

Stockholder Recommendations for Nominations to our Board of Directors

Our corporate governance and nominating committee will consider director candidates recommended by stockholders holding continuously (i) at least $2,000 in market value of the outstanding shares of our Class A common stock for at least three years prior to the date of the submission of the recommendation or nomination, (ii) at least $15,000 in market value of the outstanding shares of our Class A common stock for at least two years prior to the date of the submission of the recommendation or nomination, or (iii) at least $25,000 in market value of the outstanding shares of our Class A common stock for at least one year prior to the date of the submission of the recommendation or nomination, so long as such recommendations comply with our amended and restated certificate of incorporation, amended and restated bylaws, and applicable laws, rules and regulations, including those promulgated by the SEC. Our corporate governance and nominating committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws and our policies and

procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our board of directors includes members with a wide range of perspectives, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our President and Chief Financial Officer in writing at our principal executive office.

Such recommendations must include information about the candidate, a statement of support of the candidate by the recommending stockholder, evidence of the recommending stockholder’s ownership of our capital stock, a signed letter from the candidate confirming willingness to serve on our board of directors, information regarding any relationships between us and the candidate and any additional information required by our amended and restated bylaws.

Our corporate governance and nominating committee has discretion to decide which individuals to recommend for nomination as directors.

Communications with our Board of Directors

Interested parties wishing to communicate with non-management members of our board of directors may do so by writing and mailing the correspondence to our President and Chief Financial Officer at Seer, Inc., 3800 Bridge Parkway, Suite 102, Redwood City, California 94065. Our President and Chief Financial Officer monitors these communications and will provide a summary of all received bona fide messages to our board of directors at each regularly scheduled meeting of our board of directors. Where the nature of a communication warrants, our President and Chief Financial Officer may determine, in his judgment, to obtain the more immediate attention of the appropriate committee of our board of directors or non-management director, of independent advisors or of our management.

This procedure does not apply to (a) communications to non-management directors from officers or directors who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act or (c) communications to our audit committee pursuant to our complaint procedures for accounting and auditing matters.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, President and Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our investor relations website at investor.seer.bio. We will post any amendments to our Code of Business Conduct and Ethics and any waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website or in filings under the Exchange Act.

Role of our Board of Directors in Risk Oversight

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. Our talent and compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our audit committee is responsible for overseeing the company’s significant business risks, including risks relating to accounting matters and financial reporting, potential conflicts of interest, and cybersecurity. The audit committee oversees management’s implementation of the

cybersecurity risk management program and reports to our board of directors regarding its activities related to cybersecurity. Our board of directors also receives periodic briefings from the audit committee on our cybersecurity risk management program. Our corporate governance and nominating committee is responsible for overseeing the management of risks associated with the independence of our board of directors. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through discussions from committee members about such risks. Our board of directors believes its current leadership structure supports the risk oversight function of our board of directors.

Director Compensation

In connection with our initial public offering, our board of directors adopted, and our stockholders approved, a compensation policy for our non-employee directors, which has since been amended from time to time, including most recently on February 25, 2026, and prior to that on February 26, 2025. This policy was initially developed, and has generally been reviewed annually and updated periodically with input from our talent and compensation committee’s independent compensation consultant, Aon’s Human Capital Solutions practice, a division of Aon plc (Aon, formerly Radford), regarding practices and compensation levels at comparable companies. It is designed to attract, retain and reward non-employee directors.

Under the outside director compensation policy, each non-employee director receives the cash and equity compensation for his or her services as a member of our board of directors, as described below. We also reimburse our non-employee directors for reasonable, cus

SEC Form DEFC14A filed by Seer Inc.