Seer, Inc. Receives Unsolicited Takeover Proposal and Director Nominations from Radoff-JEC Group

Key Highlights for Investors

• Unsolicited Acquisition Proposal:
  Seer, Inc. has received a highly contingent, non-binding, and unsolicited proposal from the Radoff-JEC Group (led by Bradley L. Radoff and Michael Torok, plus affiliates) to acquire all outstanding shares of Seer’s Class A common stock for \$2.25 per share in cash plus a contingent value right.
• Director Nomination Attempt:
  The Radoff-JEC Group has also nominated three director candidates to stand for election to Seer’s Board of Directors at the upcoming 2026 Annual Meeting of Stockholders.
• Board Response:
  Seer’s Board of Directors, in consultation with independent financial and legal advisors, will carefully review and consider both the acquisition proposal and the director nominations. No immediate action is required by shareholders at this time.
• Advisors Appointed:
  Seer has engaged Perella Weinberg Partners LP as financial advisor and Wilson Sonsini Goodrich & Rosati as legal counsel.
• Proxy Process:
  The Corporate Governance and Nominating Committee will evaluate the proposed director nominees in line with company bylaws. A formal recommendation regarding the Radoff-JEC Group’s board candidates will be provided in Seer’s definitive proxy statement for the 2026 Annual Meeting, which will be filed with the SEC and mailed to eligible shareholders.
• Annual Meeting Date:
  The date for Seer’s 2026 Annual Meeting has not yet been announced.
• Shareholder Participation:
  Shareholders will receive a BLUE proxy card and the definitive proxy statement after it is filed. All relevant proxy materials will be made available free of charge via the SEC’s website and Seer’s own investor relations page.

Details and Potential Impact on Shareholders

The receipt of an unsolicited takeover proposal at a premium to recent trading prices (if applicable) is a notable, potentially price-sensitive event for Seer, Inc. shares. The inclusion of a contingent value right in the offer means that shareholders could receive additional, performance-based value on top of the cash offer, though precise terms have not yet been disclosed.

The Radoff-JEC Group’s intention to nominate three director candidates signals a possible activist investor campaign that could lead to changes in Seer’s board composition and strategic direction. Such campaigns can create both volatility and opportunity in the stock, depending on the outcome and market perception of the new nominees’ qualifications and intentions.

At present, the Board is taking the expected step of reviewing the proposal with independent advisors and will update shareholders in due course. The Board is also following formal governance processes regarding the director nominations, with all actions and recommendations to be disclosed in the definitive proxy statement.

Importantly, shareholders are not required to take any immediate action. All official recommendations and additional details will be communicated through the proxy process before the 2026 Annual Meeting.

Seer, Inc. remains a leader in deep, unbiased proteomics, with its Proteograph® Product Suite offering advanced solutions for research applications. The company’s products are not for diagnostic use.

Next Steps and Further Information

• Shareholders will receive official proxy materials, including the BLUE proxy card, once the 2026 proxy statement is filed and mailed.
• All relevant documents and updates will be made available on the SEC’s website and Seer’s investor relations page.
• For additional questions, investors may contact Seer’s media and investor relations teams as listed in the press release.

Contact Information

• Media Contact: Patrick Schmidt, [email protected]
  Joele Frank, Wilkinson Brimmer Katcher (Eric Brielmann / Joseph Sala): (212) 355-4449
• Investor Contact: Marissa Bych, [email protected]

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Forward-looking statements are subject to risks and uncertainties, and actual outcomes may differ materially from current expectations. Shareholders are urged to read all official SEC filings, proxy statements, and other communications from Seer, Inc. before making any investment or voting decisions.

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