Seer, Inc. Stock Compensation Disclosure

In 2017, the Company adopted the 2017 Stock Incentive Plan (2017 Plan), which provided for the granting of awards to employees, directors, and consultants of the Company. Awards issuable under the 2017 Plan included incentive stock options (ISOs), nonqualified stock options (NSOs), and restricted stock awards. In 2020, the Company adopted the 2020 RSU Equity Incentive Plan (2020 RSU Plan), which provided for the granting of RSUs to employees and consultants of the Company and any parent or subsidiary of the Company and members of the board of directors.

In 2020, the Company adopted the 2020 Equity Incentive Plan (2020 Plan), which became effective in connection with the IPO. Awards issuable under the 2020 Plan include ISOs, NSOs, restricted stock awards, RSUs, stock appreciation rights and performance awards, to employees and consultants of the Company or any parent or subsidiary of the Company and members of the board of directors. The Company’s 2017 Plan and 2020 RSU Plan were terminated in connection with the IPO and no further grants will be made under the 2017 Plan and 2020 RSU Plan from the date that the 2020 Plan became effective.

Option Repricing

On October 4, 2024 (the Effective Date), the Board of Directors approved an option repricing. The repricing applied to nonstatutory stock options to purchase shares of the Company’s Class A common stock that (i) were granted to employees under the Company’s 2020 Plan or the 2017 Plan (together with the 2020 Plan, the Plans) and applicable award agreements thereunder; (ii) as of the Effective Date, were held by continuing employees; and (iii) had an exercise price per share greater than $2.00.

The new exercise price for repriced options is $2.00 per share, the closing price of the Company’s Class A common stock on the Effective Date. However, if an employee exercises a repriced option before the end of the Retention Period, the period that begins on the Effective Date and ends on the earliest of the following: (i) April 4, 2026; (ii) a Change in Control (as defined in the 2020 Plan); and (iii) the optionholder’s death or Disability (as defined in the 2020 Plan), such employee will be required to pay a premium exercise price that is equal to the original exercise price per share of such repriced option. In addition, certain option awards granted in 2023 with market conditions were amended to have an exercise price of $2.00 and stock price hurdle amount of $3.00 per share. There was no change to the expiration dates or service-based vesting criteria, or number of shares, and such options remain subject to the terms of the applicable Plans and award agreements.

For the service-based stock options, the repricing resulted in a total incremental stock-based compensation expense of $2.5 million, which was calculated using the Black-Scholes option pricing model, of which $2.1 million is associated with vested repriced options and will be recognized on a straight-line basis through the Retention Period. The remaining $0.4 million of the incremental stock-based compensation expense is associated with unvested repriced options and will be recognized as follows: (a) if the Retention Period is greater than the remaining original vesting period of the repriced option, the incremental cost will be amortized on a straight-line basis through the Retention Period or (b) if the Retention Period is less than the remaining original vesting term of the repriced option, the incremental costs will be amortized on a straight-line basis over the remaining original vesting period.

For the 2023 market condition options, the repricing resulted in a total incremental compensation expense of $0.2 million, which was calculated using a lattice-binomial option pricing model based on a Monte Carlo simulation.

Stock Options

Stock options to purchase the Company’s Class A common stock may be granted at a per share exercise price not less than the fair market value of a share of the Company’s Class A common stock at the date of grant in the case of both NSOs and ISOs, except for grants of ISOs to an employee who owns more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary of the Company, in which case the per share exercise price shall be no less than 110% of the fair market value per Class A common stock on the grant date. Stock options granted under the 2017 Plan and 2020 Plan generally vest over four years and expire no later than 10 years from the date of grant. Additional shares subject to certain equity awards that otherwise would have returned to the 2017 Plan or the 2020 RSU Plan may become available for issuance under the 2020 Plan. The 2020 Plan also provides for an annual, automatic increase in the number of shares of the Company’s Class A common stock reserved for issuance under the 2020 Plan as of the first day of each fiscal year of the Company beginning with the Company’s 2021 fiscal year, in an amount equal to the least of (a) 9,037,149 shares, (b) a number of shares equal to 5% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the administrator of the 2020 Plan prior to the date of such share increase. As of December 31, 2025, there are 3,591,506 shares of Class A common stock reserved for issuance under the 2020 Plan.

The weighted-average grant date fair value of stock options granted to employees during the years ended December 31, 2025 and 2024, was $1.58 and $1.37 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024, was $6,000 and $11,000, respectively. As of December 31, 2025, the total unrecognized stock-based compensation related to unvested stock options, was $3.6 million, which the Company expects to recognize over a remaining weighted-average period of 2.0 years.

Market Condition Options

In February 2024, the Company granted options to certain Company executives to purchase an aggregate of 1,896,901 shares of the Company’s Class A common stock, with vesting subject to market conditions (Market Condition Options). The granted options are further divided into 1,032,901 shares granted to the Chief Executive Officer (the CEO Award) and 864,000 shares of executive awards. The Market Condition Options become eligible to vest if the average of the closing sales prices of a share of Class A common stock over a trailing twenty trading day period within seven years from the date of grant reaches a stock price of $5.31 per share (the Market Price Milestone) for the CEO Award and $3.54 per share (a Market Price Milestone) for the executive awards, respectively.

In February 2023, the Company granted options to certain Company executives to purchase an aggregate of 1,794,000 shares of the Company’s Class A common stock, with vesting subject to market conditions. These Market Condition Options become eligible to vest if the average of the closing sales prices of a share of Class A common stock over a trailing twenty trading day period within seven years from the date of grant reaches a stock price of $6.89 per share (also a Market Price Milestone). After the repricing, the modified stock price hurdle is $3.00 per share.

Under each of the above Market Condition Options, if the Market Price Milestone is achieved, 25% of each Market Condition Option will vest upon certification of such achievement, subject to the recipient’s continued service through the Market Price Milestone achievement date, and an additional 25% of each Market Condition Option will then vest on each of the one-, two- or three-year anniversaries of the Market Price Milestone achievement date, respectively, subject to the recipient’s continued service through the applicable anniversary date. In the event of the Company’s change in control during the seven-year performance period, the performance period will be shortened, achievement of the Market Price Milestone will be assessed based on the per share value of consideration that stockholders receive in the transaction (the change in control price), and if the Market Price Milestone is achieved on that basis, each Market Condition Option will vest in full as of immediately prior to the change in control, subject to the recipient’s continued service as of immediately prior to the change in control.

Compensation expense is recognized using an accelerated attribution method based on the derived service periods for each of the Market Condition Options. Failure to meet the Market Price Milestone for an award does not result in reversal of previously recognized expense, so long as the service is provided for the duration of the respective derived service period.

For the years ended December 31, 2025 and 2024, the Company recognized compensation expense of $1.0 million and $1.8 million, respectively.

As of December 31, 2025, $0.7 million of unrecognized compensation cost related to unvested 2024 Market Condition Options is expected to be recognized as expense over a remaining weighted-average period of 1.9 years.

As of December 31, 2025, $0.6 million of unrecognized compensation cost related to unvested 2023 Market Condition Options is expected to be recognized as expense over a remaining weighted-average period of 2.0 years.

Restricted Stock Units

The Company has granted RSUs under the 2020 RSU Plan and the 2020 Plan. Restricted stock units (RSUs) are share awards that entitle the holder to receive freely tradable shares of the Company’s common stock upon vesting. The RSUs cannot be transferred and the awards are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. The RSUs generally vest over four years from the vesting start date.

In connection with the vesting of restricted stock units, the Company withheld shares of Class A common stock to satisfy tax withholding and remittance obligations. For the year ended December 31, 2025, the Company withheld 359,664 shares of Class A common stock, which were retired, for $0.8 million.

As of December 31, 2025, the total unrecognized stock-based compensation related to RSUs was $6.5 million, which the Company expects to recognize over a remaining weighted-average period of 2.2 years.

Employee Stock Purchase Plan

In November 2020, the Company’s board of directors adopted the 2020 Employee Stock Purchase Plan (ESPP), which was subsequently approved by the Company’s stockholders and became effective in connection with the IPO. The ESPP permits participants to purchase common stock through payroll deductions of up to 15% of their eligible compensation.

The ESPP provides for an annual, automatic increase in the number of shares of the Company’s Class A common stock reserved for issuance under the ESPP as of the first day of each fiscal year of the Company beginning with the Company’s 2021 fiscal year, in an amount equal to the least of (a) 1,807,476 shares, (b) a number of shares equal to 1% of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the administrator of the ESPP prior to the date of such share increase.

As of December 31, 2025, a total of 2,026,531 shares of Class A common stock are reserved for issuance under the ESPP. During the year ended December 31, 2025, 231,665 shares of Class A common stock were issued under the ESPP. As of December 31, 2025, the total unrecognized stock-based compensation related to the ESPP was $41,000, which the Company expects to recognize over a remaining weighted-average period of 0.4 years.

Stock-Based Compensation