Radoff-JEC Proposes to Acquire Seer for $2.25 per Share

Bradley Radoff and Michael Torok, who collectively own approximately 7.6% of the outstanding shares of Seer, submitted the following non-binding proposal to acquire the Company for $2.25 per share in cash plus a contingent value right, and also nominated Howard Berman, Joshua Horowitz and Luis Rinaldini for election to the Board of Directors at the Company's upcoming 2026 annual meeting of stockholders. Radoff-JEC said in part, "We are pleased to submit this non-binding proposal to Seer's Board of Directors to acquire 100% of the equity of the Company for $2.25 per share in cash, which represents an immediate 33% premium to the Company's most recent closing price, plus a contingent value right representing the right for stockholders to receive 80% of the net proceeds received from any license, sale or other disposition of Seer's business and assets, including PrognomiQ. Our proposal is subject to limited confirmatory due diligence and is based on the availability of at least $215 million of net cash and cash equivalents at closing. Together with binding acquisition documents, we are prepared to provide the Company with a substantial non-performance fee to give the Board and fellow stockholders assurance that we will complete the acquisition of Seer on the agreed-upon terms and conditions. We are ready to move forward and close expeditiously - our proposal is not subject to any financing conditions. Since Seer's initial public offering in December 2020 and under the continuing leadership of Co-Founder, Board Chair and CEO Omid Farokhzad, M.D., the Company has failed stockholders with a nearly 97% share price decline to $1.69 per share.1 This abysmal share price performance is consistent with the results Dr. Farokhzad has produced at other companies...Between Seer's consistent lack of revenue growth, astronomical operating losses, forward guidance for more of the same dismal results, and the increasing competitive and other pressures in its industry, we do not believe Seer will succeed as a public company, particularly under the stewardship of the current leadership team. The Board's behavior supports our view that Seer will not succeed absent new leadership - no Board member has purchased Seer shares despite the shares trading at a massive discount to the Company's cash balance for over two years now. Notably, on March 12, 2026, we met with two members of the Board and in that meeting they requested our suggestions for specific actions the Board should take to reverse the multiyear decline in the share price and address substantial issues facing Seer. Despite promising immediate feedback and engagement to improve the Company, the Board has not responded to our suggestions, which included a large tender offer to retire stock, an immediate and significant operating cost reduction, separation of the Chair and CEO roles in accordance with best corporate governance practices, and revoking the equity grants made to Dr. Farokhzad and CFO David Horn at share prices below net cash per share. The Board's eagerness to hastily enact a seemingly unlawful poison pill3 which we believe was aimed at restricting our ownership and limiting our influence, coupled with the Board's unwillingness to engage in constructive dialogue reinforces our view that the long-standing issues at Seer result from passive and conflicted directors enabling Dr. Farokhzad's mismanagement of the Company and destruction of stockholder value. Given that Seer is the fourth company where Dr. Farokhzad's leadership has resulted in the complete annihilation of stockholder value, we have also nominated three highly qualified and independent directors - Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini - for election to the Board at the upcoming annual meeting. In the absence of a sale of the Company, we believe immediate Board and management change is necessary to stem the tide of losses and ensure that the Company is run with the best interests of stockholders, the true owners of the Company, in mind. To be clear, we believe our proposed transaction to acquire Seer is in the best interest of all stockholders. Our proposal would provide stockholders with immediate cash liquidity at a significant premium to the current share price. Furthermore, we believe the proposed CVR structure has the potential to provide stockholders with considerable additional value as we diligently and expeditiously seek to monetize Seer's assets. We are certain that we have the expertise and resources to successfully monetize the Company's assets for the benefit of all stockholders."