Sera Prognostics (SERA) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, to be held virtually to maximize shareholder participation and reduce costs and environmental impact.

• Strategic focus on advancing biomarker-driven pregnancy testing, with significant progress in payer engagement, clinical adoption, and partnerships in 2025.

• PRIME Study published in 2026 demonstrated PreTRM® test's effectiveness in reducing preterm births and neonatal complications.

• Successful equity financing in February 2025 raised $57.5 million, extending cash runway through 2028.

• Enhanced governance practices, board composition review, and succession planning to support growth.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II directors for three-year terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• No other proposals are scheduled, but proxies may vote on additional matters if presented.

Board of directors and corporate governance

• Board consists of eight directors with expertise in diagnostics, healthcare, finance, and governance.

• Six of eight directors are independent; board divided into three staggered classes for continuity.

• Board committees: audit, compensation, and nominating/governance, all with independent members.

• Regular board and committee self-evaluations, annual independence review, and succession planning.

• Investor agreements allow certain large shareholders to nominate directors under specific conditions.