Seer Inc. Adopts Poison Pill, Declares Rights Dividend to Protect Tax Assets

Seer Inc. (NASDAQ: SEER), a life sciences company, declared a distribution of one shareholder right for each outstanding share of Class A Common Stock to protect the company's ability to use its net operating losses and other tax attributes. The rights distribution, approved by the board on February 26, 2026, takes effect for shareholders of record as of March 9, 2026. Read more dividend announcements.

Each right entitles the holder to purchase one one-thousandth of a share of Series A Participating Preferred Stock at an exercise price of $11.00, subject to adjustment. The rights will initially trade with the common stock and become separately exercisable only if triggered by certain ownership thresholds.

The plan functions as a defensive measure against hostile takeovers. The rights become exercisable 10 business days after a person or group acquires 4.9 percent or more of the outstanding common stock, or announces a tender offer that would result in such ownership. For purposes of the plan, beneficial ownership includes derivative securities and is calculated according to Section 382 of the Internal Revenue Code.

An ownership change under Section 382 occurs when one or more five percent stockholders increase their holdings by more than 50 percentage points over a three-year period. Such a change could substantially limit the company's ability to use its tax benefits and delay their usage, potentially impairing their value.

The board adopted the plan to deter acquisitions of 4.9 percent or more of the outstanding common stock without board approval. Ownership changes by persons holding less than 4.9 percent are excluded from the ownership change calculation under Section 382.

Computershare Trust Company serves as rights agent under the plan dated February 26, 2026. Prior to becoming exercisable, the rights will be evidenced by common stock certificates or book entry notations, and new stock certificates issued after the record date will include a legend referencing the plan.

The board has designated 500,000 shares as Series A Participating Preferred Stock for issuance under the plan. Holders of the preferred stock will be entitled to quarterly cash dividends when declared by the board, payable on the last day of March, June, September, and December, with preference over common stockholders.