Seer Adopts Limited Duration Tax Benefit Preservation Plan to Protect its Valuable Tax Assets

Core Viewpoint - Seer, Inc. has adopted a tax benefit preservation plan (NOL Plan) to protect its net operating loss carryforwards and other tax assets, which are valued at approximately $262 million as of December 31, 2025 [2][3]. Group 1: NOL Plan Details - The NOL Plan aims to prevent substantial impairment of Seer's NOLs due to potential ownership changes as defined by Section 382 of the Internal Revenue Code [3]. - The plan creates a disincentive for shareholders to accumulate beneficial ownership of 4.9% or more of Seer's Class A common stock without Board approval [5]. - The NOL Plan will be submitted for ratification at Seer's 2026 annual meeting and will expire on February 25, 2029, unless ratified, in which case it will expire on February 25, 2027 [4][7]. Group 2: Shareholder Rights and Dividends - A dividend of one "right" will be issued for each outstanding share of Seer's Class A common stock to shareholders of record as of March 9, 2026, which is not taxable to Seer or its shareholders [6]. - Shareholders who own 4.9% or more of Seer's Class A common stock prior to the announcement can maintain their ownership but cannot acquire additional shares without Board approval [5]. Group 3: Company Overview - Seer, Inc. specializes in deep proteomics, providing insights that are scalable, precise, and reproducible, overcoming challenges faced by traditional proteomic methods [8].