Founder, Chairman and CEO Omid Farokhzad, M.D. Twice Proposed Taking Seer Private and Has Repeatedly Said Seer Should Not Be a Public Company

Highlights That the Rejected Public Proposals Exceeded the Average Price at Which Seer Itself Repurchased Shares by Over 35%, While Seer Continues to Burn Cash With Minimal Growth

Questions Whether the Two-Member Special Committee – Drawn from a Board That Has at Least Five of Seven Directors Who Were Conflicted – Can Be Considered Truly Independent

Bradley L. Radoff and Michael Torok, who collectively own approximately 7.7% of the outstanding shares of Seer, Inc. (NASDAQ: SEER) (“Seer” or the “Company”), today issued the following open letter.

***

November 2, 2026

Fellow Stockholders and Members of the Board of Directors (the “Board”),

On October 29, 2026, Seer announced that its two-member Special Committee had rejected the separate acquisition proposals submitted by us and by Chairman and CEO Omid Farokhzad, M.D., determining that the Company should remain public. After a months-long process conducted entirely out of public view, the Special Committee’s final decision included no plan to create greater value for stockholders than would be realized from a sale – and shares of Seer predictably crashed after the announcement.¹

We believe this is a deeply disappointing outcome for stockholders, the true owners of Seer, and we demand that the Board provide information explaining its illogical conclusion.

The Founder, Chairman and CEO Has Repeatedly Stated That Seer Should Not Be Public.
On July 1, 2026, Dr. Farokhzad submitted a proposal to take Seer private for $2.45 per share in cash plus two separate contingent value rights.² In his offer letter, Dr. Farokhzad extensively detailed the reasons Seer should not remain a public company. When the Special Committee rejected that offer, Dr. Farokhzad submitted a revised proposal on July 29, 2026, and stated, “I stand by all of the observations set forth in my letter dated July 1, 2026 regarding why I believe Seer’s mission is best executed as a private company…”³

The Special Committee’s conclusion is illogical: reject Dr. Farokhzad’s bids but leave Dr. Farokhzad in charge of the Company, despite his failure as its CEO and his repeated assertions that the Company should not be public.

Massive Cash Burn. Minimal Growth. No Path to Profitability Until 2031.
Despite Seer’s long and consistent track record of operational failure, the Special Committee has decided to extend the status quo, which can be summarized by:

• Total stockholder return of approximately -97% since its December 2020 IPO, with cumulative reported losses of more than $465 million.⁴
• Since going public, Seer has burned an average of $51.8 million per year, or $310.8 million in total, while generating virtually no revenue growth since 2022.⁵
• Dr. Farokhzad’s own strategic plan, as presented to the Board and released publicly by Seer, does not contemplate the Company reaching profitability until 2031, 11 years after the IPO.⁶
• While the Special Committee was allegedly conducting its review of strategic alternatives, the Company’s CFO abruptly resigned.⁷ Prior to Seer, David Horn spent 20 years as an investment banker at Morgan Stanley. To us, the obvious conclusion is that after six and a half years working closely with Dr. Farokhzad and the Seer Board, Mr. Horn no longer believed in Seer’s future.

The Special Committee has not explained how Seer can possibly thrive as a public company when it never has before and when its own Chairman and CEO tells stockholders it should be a private company.

The Independence of a Special Committee Drawn from a Board of Which At Least Five of Seven Directors Were Conflicted Is Highly Suspect.
The Company seemingly admits that five of the Board’s seven directors were too conflicted to serve on the Special Committee, leaving only Meeta Gulyani and Nicolas Roelofs, Ph.D. as qualified to serve on the Special Committee. It should be noted that both Gulyani and Roelofs have demonstrated behavior that indicates they are beholden to their five conflicted colleagues, including:

• Gulyani and Roelofs supported Seer’s unanimous adoption of a NOL pill that we believe was unlawful – the adoption immediately prompted a stockholder lawsuit, which resulted in Seer quickly amending the NOL pill and paying the plaintiff $250k as a mootness fee.
• Gulyani and Roelofs supported their conflicted colleagues in their decision to ignore three bona-fide acquisition proposals from the Radoff-JEC Group with no engagement whatsoever. Then, within days of Dr. Farokhzad making his first proposal to acquire the Company, the majority conflicted Board sprang into action and formed its two-person Special Committee.
• Gulyani and Roelofs took only one meeting with us to “discuss” our fully financed proposal to acquire Seer. During that meeting, Gulyani did not speak a single word. After that initial meeting, the Special Committee never spoke to us again – no follow-up questions and no attempt to negotiate a better outcome for shareholders.

What Is the “Intrinsic Value”?
The Special Committee’s sole stated justification for rejecting all of the proposals it received is that they “fail to reflect Seer’s intrinsic value.”⁸ Yet the Special Committee provides no range of valuation, no methodology, no key assumptions and no update to Dr. Farokhzad’s strategic plan, which showed continued losses and cash burn through 2031. We also note the Company is already trailing that plan. The Special Committee’s decision states that it assessed “possible interest” from alternative counterparties, but does not say how many parties were contacted, what process was run or what any of those parties said.⁹

In other words, the Special Committee – which is composed of two directors who have never purchased a single share of Seer stock and who have a history of yielding to the other five hopelessly conflicted Board members – concluded its review by rejecting offers that would return stockholders a substantial premium by saying nothing at all.

What Stockholders Are Entitled to Know.
We call on the Board and the Special Committee to immediately:

1. Disclose the Special Committee’s determination of Seer’s intrinsic value, including the valuation range, methodology, key assumptions regarding the core business and PrognomiQ and the financial projections it relied upon.
2. Disclose the Special Committee’s financial and legal advisors, their fee arrangements and whether they are the same firms that advised the full Board, including during the recent contested 2026 annual meeting.
3. Explain how the Special Committee reconciled rejecting Dr. Farokhzad’s offers given his stated view that Seer should not be a public company and why stockholders should have confidence in his continued leadership given that stated view and that he has overseen a 97% decline in Seer’s share price since the IPO.
4. Explain why the Special Committee blocked Dr. Farokhzad’s tender offer, which would have enabled stockholders – the actual owners of the Company – to decide on its future for themselves.¹⁰

We remain significant stockholders. We are more convinced than ever that the hopelessly conflicted Seer Board does not intend to act in the best interest of stockholders. As such, we intend to continue holding each director accountable for decisions made with stockholders’ money. We reserve all of our rights, including with respect to the 2027 annual meeting.

Sincerely,

Bradley L. Radoff and Michael Torok

¹ FactSet. Company’s share price declined by approximately 13% from market close on October 29, 2026, the day of the Company’s announcement, through market close on October 30, 2026.
² Company Form 8-K filed on July 2, 2026.
³ Company Form 8-K filed on July 31, 2026.
⁴ FactSet, total stockholder return from December 4, 2020 through October 30, 2026. The Company’s Form 10-K for the year ended December 31, 2025 filed on March 2, 2026.
⁵ Company Form 10-K filings. Cash burned in operations refers to the sum of net cash used in operating activities, purchases of property and equipment, and proceeds from disposal of property and equipment.
⁶ Company PRE 14A filed on October 10, 2025.
⁷ Company Form 8-K filed on September 18, 2026.
⁸ Company Form 8-K filed on October 29, 2026.
⁹ Id.
¹⁰ Reference is made to the tender offer structure proposed by Dr. Farokhzad in his July 29, 2026 proposal. See Company Form 8-K filed on July 31, 2026.

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