Seer Major Shareholders Express Disappointment with Board Management

Bradley Radoff and Michael Torok, who collectively own approximately 7.6% of the outstanding common stock of Seer, issued the following open letter to independent directors Meeta Gulyani and Nicolas Roelofs. The letter said, "As one of the largest stockholders of Seer, Inc., with ownership of approximately 7.6%, we continue to be disappointed by the apparent lack of good judgment being exercised by the Company's Board and management. After reviewing numerous public documents and the recent lawsuit filed by a stockholder against Seer and the Board, we have substantial doubts that Board Chair and CEO Dr. Omid Farokhzad, Dr. Robert Langer, Terry McGuire, Deep Nishar and Isaac Ro are capable of honoring their fiduciary duties to all stockholders. For that reason, we have addressed this letter only to you. As truly independent directors of Seer, we would argue that you have the least to gain and the most to lose. The dismal operating results under the leadership of Dr. Farokhzad and the governance of the Board are plainly evident. Since 2022, Seer's annual revenue has increased by nearly $1.1 million while the cash burned in operations has exceeded $160 million.1 On February 26th, Seer issued guidance for 2026, and the midpoint of the revenue range implies only 3% growth or roughly $400,000 in incremental revenue compared to the previous year. The 2026 cash burn to achieve that incremental $400,000 in revenue is expected to exceed $40 million. If 2026 goes according to the Board-approved operating plan, Seer will have spent four years and burned approximately $200 million in cash to increase annual revenue by a total of $2.5 million, representing an annualized growth rate of just 2.5%. Based on the Company's cost structure and gross margin profile, we estimate that Seer would need to grow its revenue by over 1,050% to reach GAAP breakeven. Unsurprisingly, Seer's shares fell over 17% in response to the Company's earnings and guidance.3 Seer's shares continue to trade at a massive discount to its net cash balance - $101.6 million market capitalization versus $240.5 million in cash and no debt.4 The public market's valuation of Seer attributes NEGATIVE $140 million of value to the Company's management, governance, technology and business plan. Rather than hold Board Chair and CEO Dr. Farokhzad accountable for the destruction of stockholder value, the cash burn, the consistent lack of revenue growth and his 2026 operating plan calling for more of the same, the Board instead doubled down on its defense of Dr. Farokhzad to the detriment of stockholders. On February 26th, the Board announced it unanimously adopted a poison pill that prevents stockholders from accumulating beneficial ownership of 4.9% or more of Seer's common stock under the guise of "tax benefit preservation" for a business that has a near zero chance of generating taxable income.5 A stockholder has since filed a lawsuit against Seer and the Board in the Delaware Court of Chancery alleging that the Board members breached their fiduciary duties in connection with the adoption of the sweeping NOL poison pill. It is notable that during 2025, Bradley L. Radoff and his affiliates filed a Schedule 13G reporting ownership of over 5% of Seer's common stock.7 At that time, Board Chair and CEO Dr. Farokhzad still had super voting Class B stock, and the Board took no urgent action to "protect Seer's valuable income tax net operating loss carryforwards and other tax assets," making it abundantly clear to us - as it should be to all stockholders - that enriching themselves and entrenching themselves are the main objectives of this Board and management..."