SERA PROGNOSTICS, INC. Commitments Disclosure
13. Commitments and Contingencies
Leases
The Company is the lessee in all of its lease arrangements. The Company did not enter into any leases with related parties during the presented periods. The Company makes assumptions and judgments when assessing contracts for lease components, determining lease classifications, and calculating right-of-use asset and lease liability values. These assumptions and judgments may include the useful lives and fair values of the leased assets, the implicit rate underlying the Company’s leases, the Company’s incremental borrowing rate or the Company’s intent to exercise or not exercise options available in lease contracts.
Operating Leases
In September 2025, the Company entered into the fourth amendment to its single non-cancelable operating lease with Eastland Regency, L.C. to extend the current term of its office lease through June 30, 2034 and has redesigned its use of the facility to reduce its total leased space to approximately 20,400 square feet of office and laboratory space. The implicit rate provided in the Company’s operating lease is not readily determinable. As such, the Company uses its incremental borrowing rate to calculate the present value of its operating lease liabilities. The amended lease includes a termination right that permits the Company to terminate the lease if it moves to another space of at least 30,000 square feet that is managed by the landlord of its current office space. The Company does not have sufficient information at this time to determine if or when it will exercise the termination right but may exercise the termination right at such point that the Company determines it needs to expand into additional space.
Finance Leases
The Company leases certain equipment related to its information technology infrastructure and laboratory operations. All of the Company’s current finance leases include bargain purchase options that the Company is reasonably certain to exercise. The Company has elected not to separate lease and non-lease components for its equipment leases. The rates implicit in the Company’s finance leases are determinable, and the Company uses those rates to calculate the present value of its finance lease liabilities.
Lease Financial Information
The following table shows right-of-use assets and lease liabilities, and the associated financial statement line items as of December 31, 2025 and 2024 (in thousands):
|
|
|
|
December 31, |
|
|||||
Lease-Related Assets and Liabilities |
|
Financial Statement Line Items |
|
2025 |
|
|
2024 |
|
||
Right-of-use assets: |
|
|
|
|
|
|
|
|
||
Operating leases |
|
|
$ |
2,402 |
|
|
$ |
613 |
|
|
Finance leases |
|
|
|
385 |
|
|
|
699 |
|
|
Total right-of-use assets |
|
|
|
$ |
2,787 |
|
|
$ |
1,312 |
|
|
|
|
|
|
|
|
|
|
||
Lease liabilities: |
|
|
|
|
|
|
|
|
||
Operating leases |
|
|
$ |
— |
|
|
$ |
644 |
|
|
|
|
Operating lease obligation, net of current portion |
|
|
2,337 |
|
|
|
— |
|
Finance leases |
|
Finance lease obligation, current portion |
|
|
2 |
|
|
|
194 |
|
|
|
Finance lease obligation, net of current portion |
|
|
— |
|
|
|
2 |
|
Total lease liabilities |
|
|
|
$ |
2,339 |
|
|
$ |
840 |
|
Lease costs and other information consisted of the following (in thousands, except terms and rates):
|
|
Year Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Lease cost |
|
|
|
|
|
|
||
Finance lease cost: |
|
|
|
|
|
|
||
Amortization of right-of-use assets |
|
$ |
314 |
|
|
$ |
314 |
|
Interest on lease liabilities |
|
|
3 |
|
|
|
28 |
|
Operating lease cost |
|
|
580 |
|
|
|
636 |
|
Total lease cost |
|
$ |
897 |
|
|
$ |
978 |
|
|
|
|
|
|
|
|
||
Other information |
|
|
|
|
|
|
||
Finance leases: |
|
|
|
|
|
|
||
Operating cash outflows |
|
$ |
3 |
|
|
$ |
28 |
|
Financing cash outflows |
|
$ |
194 |
|
|
$ |
440 |
|
Weighted-average remaining lease term (in years) |
|
|
0.3 |
|
|
|
0.4 |
|
Weighted-average discount rate |
|
|
11.6 |
% |
|
|
6.7 |
% |
Operating leases: |
|
|
|
|
|
|
||
Operating cash outflows |
|
$ |
666 |
|
|
$ |
646 |
|
Right-of-use assets obtained in exchange for lease liabilities |
|
$ |
2,281 |
|
|
$ |
— |
|
Weighted-average remaining lease term (in years) |
|
|
8.5 |
|
|
|
1.0 |
|
Weighted-average discount rate |
|
|
8.8 |
% |
|
|
7.5 |
% |
Future minimum lease payments for the Company’s leases as of December 31, 2025 were as follows (in thousands):
|
|
Operating Leases |
|
|
Finance Leases |
|
|
Total |
|
|||
2026 |
|
$ |
280 |
|
|
$ |
2 |
|
|
$ |
282 |
|
2027 |
|
|
576 |
|
|
|
— |
|
|
|
576 |
|
2028 |
|
|
594 |
|
|
|
— |
|
|
|
594 |
|
2029 |
|
|
611 |
|
|
|
— |
|
|
|
611 |
|
2030 |
|
|
630 |
|
|
|
— |
|
|
|
630 |
|
Thereafter |
|
|
2,359 |
|
|
|
— |
|
|
|
2,359 |
|
Total minimum lease payments |
|
|
5,050 |
|
|
|
2 |
|
|
|
5,052 |
|
Less: imputed interest |
|
|
(1,592 |
) |
|
|
— |
|
|
|
(1,592 |
) |
Less: lease incentives |
|
|
(1,121 |
) |
|
|
— |
|
|
|
(1,121 |
) |
Present value of future lease payments |
|
|
2,337 |
|
|
|
2 |
|
|
|
2,339 |
|
Less: current portion |
|
|
— |
|
|
|
(2 |
) |
|
|
(2 |
) |
Long-term portion |
|
$ |
2,337 |
|
|
$ |
— |
|
|
$ |
2,337 |
|
Indemnification
The Company has agreed to indemnify its officers and directors for certain events or occurrences, while the officer or director is or was serving at the Company’s request in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company purchases director and officer insurance coverage that provides for corporate reimbursements of covered obligations that limits the Company’s exposure and enables it to recover a portion of potential future amounts paid. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements since these obligations are not capped but are conditional to the unique facts and circumstances involved. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2025 and 2024. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements.
Legal Matters
The Company is not currently a party to any material litigation or other material legal proceedings. The Company may, from time to time, be involved in various legal proceedings arising from the normal course of business activities, and an
unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows, or financial position.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 18, 2026 | Showing above |
| 2024 | Mar 19, 2025 | |
| 2023 | Mar 20, 2024 | |
| 2022 | Mar 22, 2023 | |
| 2021 | Mar 29, 2022 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.