Seer, Inc. 8-K Filing

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Key Financial Figures

• $0.00001 — tered Class A Common Stock, par value $0.00001 per share SEER The NASDAQ Stock Mar

Filing Documents

• ck0001726445-20251209.htm (8-K) — 95KB
• ck0001726445-ex3_1.htm (EX-3.1) — 11KB
• 0001193125-25-317535.txt ( ) — 226KB
• ck0001726445-20251209.xsd (EX-101.SCH) — 31KB
• ck0001726445-20251209_htm.xml (XML) — 5KB

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Item 3.03 Material Modification of Rights of Security Holders. At the close of business on December 9, 2025, each outstanding share of Class B Common Stock, par value $0.00001 per share (the "Class B Common Stock"), of Seer, Inc. (the "Company"), automatically converted (the "Conversion") into one share of the Company's Class A Common Stock, par value $0.00001 per share (the "Class A Common Stock"), pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate"). The Conversion occurred pursuant to Part A, Section 3.4 of Article IV of the Certificate, which generally provides that each outstanding share of Class B Common Stock will convert automatically, without any further action, into one share of Class A Common Stock at the close of business on the first day following the fifth anniversary of the closing of the first firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in the listing of shares of the Company's capital stock on a securities exchange registered with the U.S. Securities and Exchange Commission as a national securities exchange pursuant to Section 6(a) of the Exchange Act of 1934, as amended (the "Conversion Time"), which Conversion Time was 5:00 p.m. Pacific Time on December 9, 2025. Immediately following the Conversion, there were approximately 56,251,522 shares of Class A Common Stock outstanding. Pursuant to Part A, Section 3.5 of Article IV of the Certificate, shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided in Part A, Section 3 of Article IV of the Certificate shall be retired and shall not be reissued. In connection with the Conversion and effective as of immediately following the Conversion Time, all shares of Class B Common Stock that had been converted into shares of Class A Common Stock in the Conversion were retired. Following such

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 3.03, on December 12, 2025, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware in connection with the retirement of the shares of Class B Common Stock that were issued but not outstanding following the Conversion and to accordingly reduce the Company's total number of authorized shares of capital stock and the Company's total number of authorized shares of Class B Common Stock by an amount equal to the number of retired shares of Class B Common Stock. The foregoing description of the Certificate of Retirement is a summary only and is qualified in its entirety by reference to the full text of (a) the Certificate of Retirement, a copy of which is attached as Exhibit 3.1 hereto, (b) the Amended and Restated Certificate of Incorporation of the Company, a copy of which is incorporated by reference herein as Exhibit 3.2 hereto, and (c) the Amendment to the Amended and Restated Certificate of Incorporation of the Company, a copy of which is incorporated by reference herein as Exhibit 3.3 hereto, and all of which are incorporated by reference into this Item 5.03.

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Item 8.01 Other Events. The Class A Common Stock will continue to trade on The Nasdaq Stock Market LLC under the ticker symbol "SEER" following the Conversion and will maintain the same CUSIP number previously assigned to the Class A Common Stock.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Certificate of Retirement. * 3.2 Amended and Restated Certificate of Incorporation of the Company. 8-K 001-39747 3.1 December 8, 2020 3.3 Amendment to the Amended and Restated Certificate of Incorporation of the Company. 8-K 001-39747 3.1 June 16, 2023 104 Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL. * Filed herewith

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEER, INC. Date: December 12, 2025 By: /s/ David Horn David Horn President and Chief Financial Officer

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