Seer Adopts Limited Duration Tax Benefit Preservation Plan to Protect its Valuable Tax Assets
MWN-AI** Summary
Seer, Inc. (Nasdaq: SEER), a leader in proteomic technologies, has taken proactive measures to safeguard its significant tax assets by adopting a Limited Duration Tax Benefit Preservation Plan (the “NOL Plan”). Announced on February 26, 2026, the decision by the Board of Directors is aimed at protecting the company’s net operating loss carryforwards (NOLs), valued at approximately $262 million as of December 31, 2025. These NOLs, which can decrease future federal income tax expenses, are predominantly free from expiration concerns.
The NOL Plan mirrors initiatives adopted by various public companies with substantial NOLs and is specifically designed to mitigate the risk of “ownership change,” as defined by Section 382 of the Internal Revenue Code. An ownership change occurs when the aggregate ownership of the company's 5% stockholders increases significantly over a rolling three-year timeframe. Given recent developments in Seer’s Class A common stock accumulations, the plan aims to ensure that the company’s NOLs remain intact.
Under this plan, shareholders are discouraged from acquiring 4.9% or more of the Class A common stock without prior board approval. Existing shareholders above this percentage prior to the announcement can retain their holdings but cannot increase their stake without consent. Additionally, the Board has approved a dividend of “rights” to be distributed to shareholders, which further supports this initiative.
The NOL Plan is set to expire on February 25, 2029, but will automatically terminate on February 25, 2027, unless ratified by shareholders at the 2026 annual meeting. Seer intends to provide further details in a Form 8-K filing. This strategic decision underscores Seer's commitment to preserving its financial health and ensuring sustainable growth.
MWN-AI** Analysis
Seer, Inc.'s recent adoption of a tax benefit preservation plan, commonly known as the NOL Plan, marks a strategic move to safeguard the company's substantial net operating loss (NOL) carryforwards, which stand at approximately $262 million. This decision aims to protect these valuable tax assets from potential impairment that could arise from ownership changes, thereby sustaining Seer's future profitability.
From a market perspective, this NOL Plan can be viewed as a bullish signal for investors. By stabilizing Seer’s tax obligations, the company is positioning itself to maintain or boost net income in the long run, which could translate to enhanced shareholder value. The plan introduces a share ownership cap, disincentivizing significant accumulating actions by major shareholders without board approval. This may help to prevent volatility in stock ownership that could jeopardize Seer's tax assets.
Furthermore, the scheduled shareholder ratification at the 2026 annual meeting will be a key event to watch. If shareholders endorse the NOL Plan, it will solidify Seer’s commitment to protecting its tax assets, potentially instilling investor confidence and positively influencing the stock's performance.
While the plan is designed not to impede shareholder-friendly activities deemed in the best interest of the company, the focus on tax asset preservation might attract institutional investors who prioritize financial stability and tax efficiency.
In conclusion, investors should view Seer's NOL Plan as a proactive step that underscores the company’s strategic foresight, particularly in an environment where tax policy and corporate governance are increasingly intertwined. Analysts and potential investors should monitor the outcomes of the upcoming shareholder vote and assess how Seer leverages its NOLs to capitalize on growth opportunities.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
REDWOOD CITY, Calif., Feb. 26, 2026 (GLOBE NEWSWIRE) -- Seer, Inc. (Nasdaq: SEER), the pioneer and trusted partner for deep, unbiased proteomic insights, today announced that its Board of Directors unanimously adopted a tax benefit preservation plan (“NOL Plan”) designed to help preserve and protect Seer’s valuable income tax net operating loss carryforwards and other tax assets (“NOLs”).
As of December 31, 2025, Seer had approximately $262 million of NOLs. These NOLs, most of which are not currently subject to any expiration date, represent a valuable asset of Seer and are available to reduce Seer’s future federal income tax expense.
The NOL Plan is similar to those adopted by numerous other public companies with significant NOLs. The NOL Plan helps to reduce the risk of substantial impairment to the NOLs that could result from an “ownership change” within the meaning of Section 382 of the Internal Revenue Code. In general, an “ownership change” would occur if the Company’s “5% stockholders” (within the meaning of Section 382 of the Internal Revenue Code) increase their aggregate ownership in Seer over a rolling three-year period by more than 50 percentage points over their lowest aggregate ownership percentage. The Board of Directors adopted the NOL Plan to help to ensure that the NOLs are not impaired, particularly given recent rapid accumulations of Seer’s Class A common stock.
Seer intends to submit the NOL Plan to its shareholders for ratification at Seer’s 2026 annual meeting. The NOL Plan is not designed to prevent any action that the Board of Directors determines to be in the best interest of Seer and all of its shareholders.
The NOL Plan aims to preserve the NOLs by creating a disincentive for any shareholder to accumulate beneficial ownership of 4.9% or more of Seer’s Class A common stock, or further accumulate Seer’s Class A common stock if the shareholder’s beneficial ownership already exceeds 4.9%, in each case without the approval of the Board of Directors. If a shareholder beneficially owns 4.9% or more of Seer’s Class A common stock prior to today’s announcement, then that shareholder can maintain its current ownership but will not be permitted under the NOL Plan to acquire any additional shares without the approval of the Board of Directors.
In connection with its adoption of the NOL Plan, the Board of Directors declared a dividend of one “right” for each outstanding share of Seer’s Class A common stock. The dividend will be made to shareholders of record as of the close of business on March 9, 2026. Any shares of Seer’s Class A common stock that are issued after the record date will be issued together with a right. The distribution of the rights is not taxable to Seer or its shareholders.
The NOL Plan expires on February 25, 2029. However, if shareholders do not ratify the NOL Plan at Seer’s 2026 annual meeting, the NOL Plan will expire on February 25, 2027.
Additional information about the NOL Plan will be available on a Form 8-K to be filed by Seer with the U.S. Securities and Exchange Commission.
About Seer, Inc.
Seer, Inc. (Nasdaq: SEER) sets the standard in deep, unbiased proteomics, delivering insights with scale, speed, precision, and reproducibility previously unattainable by other proteomic methods. Seer’s Proteograph Product Suite uniquely integrates proprietary engineered nanoparticles, streamlined automation instrumentation, optimized consumables, and advanced analytical software to solve challenges conventional methods have failed to overcome. Traditional proteomic technologies have struggled with inconsistent data, limited throughput, and prohibitive complexity, but Seer’s robust and scalable workflow consistently reveals biological insights that others do not. Seer’s products are for research use only and are not intended for diagnostic procedures. For more information about Seer’s differentiated approach and ongoing leadership in proteomics, visit www.seer.bio.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on Seer’s beliefs and assumptions and on information currently available to it on the date of this press release. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause Seer’s actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include but are not limited to statements regarding the protection of the NOLs and their value to Seer. These and other risks are described more fully in Seer’s filings with the Securities and Exchange Commission (“SEC”) and other documents that Seer subsequently files with the SEC from time to time. Except to the extent required by law, Seer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Media Contact:
Patrick Schmidt
pr@seer.bio
Investor Contact:
Kelly Gura
investor@seer.bio
FAQ**
How does Seer Inc. SEER plan to manage its substantial NOLs of approximately $262 million to maximize shareholder value in the future?
What specific risks does Seer Inc. SEER associate with "ownership changes" under Section 382 of the Internal Revenue Code regarding its NOLs?
Can you explain the potential impact of the NOL Plan on Seer Inc. SEER's stock price if shareholders do not ratify it at the 2026 annual meeting?
How will the implementation of the NOL Plan affect Seer Inc. SEER's current and future investors in terms of share ownership and rights distribution?
**MWN-AI FAQ is based on asking OpenAI questions about Seer Inc. (NASDAQ: SEER).
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