DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

SERA PROGNOSTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter from our Chief Executive Officer

Fellow Shareholders,

As we prepare for the 2026 Annual Meeting, I am pleased to share an overview of Sera Prognostics’ continued progress in strengthening our corporate governance, advancing our strategic priorities, and positioning the Company for long‑term value creation. Sera’s mission – to improve maternal and neonatal health through innovative biomarker‑driven pregnancy testing – remains central to our strategy and informs our approach to responsible governance, disciplined capital allocation, and transparent engagement with our stakeholders.

Sera entered 2025 with strengthened momentum, driven by meaningful progress in payer engagement, clinical adoption, and strategic partnerships. Key 2025 and recent highlights include:

Data Generation

•

Published Landmark PRIME Study Demonstrating PreTRM® Blood Test Reduces Earliest Preterm Births and Newborn Complications: In January 2026, the PRIME Study, a randomized controlled trial of 5,018 women, was published in PREGNANCY, the peer-reviewed journal of the Society for Maternal-Fetal Medicine. For patients using the PreTRM® test-and-treat strategy versus those that did not, key findings from the Study include:

56% and 32% fewer babies were born before 32 and 35 weeks, respectively

20% fewer babies admitted to the NICU

Fewer health complications for newborns (20% reduction in odds of neonatal morbidity)

A NICU day was saved for every 4.2 patients screened

•

European Expert Commentary on the PRIME Trial Published in The Journal of Maternal-Fetal & Neonatal Medicine: In March 2026, expert commentary highlighted that current European preterm birth prevention strategies fail to identify most women who deliver preterm and recognized the PreTRM approach aligned well with European healthcare systems.

Commercial Progress

•

Expanded Commercial Engagement Across Wave 1 and Wave 2 Target States, Representing Nearly Half of U.S. Pregnancies: Advanced discussions underway with 10 commercial and Medicaid payers across 13 states for PreTRM program adoption, including the addition of a second active partner program.

•

Expanded U.S. Commercial and Medical Affairs Organizations: Appointed strong leaders to serve as Chief Commercial Officer and Chief Medical Officer, and added experienced staff to field sales,

commercial operations, and market access in anticipation of PRIME publication building commercial momentum.

•

Advanced Commercialization Preparations for the PreTRM Global Test Across European Markets: Regulatory progress underway toward the CE mark, the European conformity certification, and growing clinical validation, including recent European expert commentary recognizing PreTRM as a scalable, cost‑effective approach well suited to publicly-funded healthcare systems.

Equity Financing

•

Completed Successful Follow-On Financing Extending Cash Runway Through 2028: In February 2025, Sera completed an underwritten public offering of common stock and pre-funded warrants, including the full exercise of the underwriters’ option, generating approximately $57.5 million in gross proceeds.

In addition, we continued to refine our governance practices to support the Company’s growth trajectory. This included ongoing evaluation of board composition, committee responsibilities, and succession planning to ensure we maintain the right mix of skills and experience as Sera advances toward broader market adoption of our PreTRM® Test and related innovations.

Our executive compensation program was updated to better align with the market, attract and retain top leadership talent, and align pay with performance and long‑term shareholder value creation. Compensation elements – including salary, performance‑based incentives, and equity awards – are structured to support responsible growth, operational execution, and strategic milestones. Publicly reported compensation for our executive team reflects this philosophy and is benchmarked to industry standards.

As we move through 2026, we remain confident in Sera’s strategic direction and our ability to execute with discipline. Our board, leadership team, and employees are united in advancing our mission while delivering value to our shareholders. We appreciate your continued trust and support as we work to expand access to our technologies and strengthen our position as a leader in pregnancy health.



			Zhenya Lindgardt President and Chief Executive Officer

		April 24, 2026
		Salt Lake City, Utah

SERA PROGNOSTICS, INC.

2749 East Parleys Way, Suite 200

Salt Lake City, Utah 84109

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

to be held June 4, 2026

To Stockholders of Sera Prognostics, Inc.:

The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Sera Prognostics, Inc. (“Sera Prognostics” or the “Company”), a Delaware corporation, will be conducted solely online via live webcast at www.virtualshareholdermeeting.com/SERA2026 on Thursday, June 4, 2026, at 9:00 a.m. Mountain Time, for the following purposes as more fully described in the accompanying proxy statement for the 2026 Annual Meeting:

elect three Class II directors to serve three-year terms expiring in 2029;

ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our current fiscal year ending December 31, 2026; and

transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

The record date for the 2026 Annual Meeting is April 13, 2026. If you were the record owner of Sera Prognostics Class A common stock at the close of business on that date, you may vote at the 2026 Annual Meeting. A list of stockholders of record will be available during the 10 days prior to the 2026 Annual Meeting at our principal executive offices located at 2749 East Parleys Way, Suite 200, Salt Lake City, Utah 84109. If you wish to view this list, please contact our Corporate Secretary at Sera Prognostics, Inc., 2749 East Parleys Way, Suite 200 Salt Lake City, Utah 84109, (801) 990-0660. Such list will also be available for examination by the stockholders during the 2026 Annual Meeting at www.virtualshareholdermeeting.com/SERA2026. Additional information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

We have determined that the 2026 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting because hosting a virtual annual meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our annual meeting. If you plan to participate in the virtual 2026 Annual Meeting, please see the “Questions and Answers” section. Stockholders will be able to attend, vote and submit questions from any location via the Internet.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to certain of our stockholders

over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 24, 2026, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2026 Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Annual Report"). The Notice also provides instructions on how to vote online or by telephone, how to access the virtual 2026 Annual Meeting, and how to receive a copy of our proxy materials and Annual Report by mail.

It is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual 2026 Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice you received in the mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the 2026 Annual Meeting.

We appreciate your continued support of Sera Prognostics.


		By order of the Board of Directors,


		Benjamin G. Jackson General Counsel and Corporate Secretary

		April 24, 2026
		Salt Lake City, Utah

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS


PROXY STATEMENT SUMMARY	8	EXECUTIVE OFFICERS	37
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	12	EXECUTIVE COMPENSATION	39
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		General Compensation Philosophy and Process for Compensation Decisions	39
Nominees for Director	13		39
Continuing Directors	15	Summary Compensation Table	41
Class III Directors continuing in Office until the 2027 Annual Meeting of Stockholders	15	Narrative Disclosure to Summary Compensation Table	42
Class I Directors continuing in Office until the 2028 Annual Meeting of Stockholders	17	Base Salaries	42
	17	Non-Equity Incentive Compensation Plan	42
Board Composition	19	Equity Compensation	43
Director Independence	19	Employment Arrangements	44
Board Leadership Structure and Risk Oversight	20	Severance and Change of Control Benefits	45
Corporate Responsibility	21	Outstanding Equity Awards at December 31, 2025	46
Board Meetings	23	Equity Compensation Plan Information	47
Attendance of Directors at Annual Meetings of Stockholders	23	401(k) Plan	47
Attendance of Directors at Annual Meetings of Stockholders	23	Pension Benefits	48
Board Committees	23	Nonqualified Deferred Compensation	48
Audit Committee	23	Policies and Practices Related to the Grant of Certain Equity Awards	48
Compensation Committee	24		48
Nominating and Governance Committee	25	Compensation Committee Interlocks and Insider Participation	48
Considerations in Evaluating Director Nominees	25	Compensation Committee Interlocks and Insider Participation	48
Stockholder Recommendations for Nominations to the Board of Directors	26	Conclusion	48
	26	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	49
Clawback Policy	27		49
Insider Trading Policy and Prohibition on Hedging	27	CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS	53
Stockholder and Interested Party Communications with the Board of Directors	27	CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS
	27	Policies and Procedures for Related Party Transactions	53
Corporate Code of Conduct and Ethics	28	Policies and Procedures for Related Party Transactions	53
Non-Employee Director Compensation	28	Agreements with Stockholders	53
2025 Director Compensation	29	Elevance Health Commercialization Agreement	53
Director Compensation Program	30	Elevance Health Laboratory Services Agreement	53
PROPOSAL NO. 1 - ELECTION OF DIRECTORS	32	Elevance Health Laboratory Services Agreement	53
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	33	Baker Bros. Side Letter	54
		Investors’ Rights Agreement	54
		Indemnification Agreements	55
Fees Paid to the Independent Registered Public Accounting Firm	33	Participation in Our Public Offering	55
	33	Agreements with Real Endpoints LLC	56
Auditor Independence	34	Other Transactions	56
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	34	OTHER MATTERS	57
		Delinquent Section 16(a) Reports	57
		Annual Report and SEC Filings	57
REPORT OF THE AUDIT COMMITTEE	36	Incorporation by Reference	57
		Stockholder Proposals and Nominations for Director	57
		Stockholder Proposals and Nominations for Director	57
		Other Matters	58
		QUESTIONS AND ANSWERS	59


Proxy Statement Summary This summary highlights information contained elsewhere in this proxy statement. It does not contain all the information that you should consider. Please read this entire proxy statement carefully before voting.
Compensation
	Our executive compensation programs are designed to attract and retain key talent and to align pay with long‑term stockholder value creation, clinical and commercial milestones, and prudent risk‑taking. A significant portion of our named executive officers’ target compensation is variable and tied to the achievement of pre‑established performance goals, including strategic, operational, and financial objectives. Oversight of compensation risk by the compensation committee.	Balanced mix of pay elements including annual incentives tied to annual goals such as revenue growth, test adoption, clinical and regulatory milestones, and operational execution. Equity‑based long-term incentive awards that link compensation to long‑term stockholder value and support retention. Use of multi‑year vesting for equity awards. Prohibition on hedging and pledging Company securities by directors and executive officers.
Corporate governance
	Rigorous corporate governance guidelines provide a framework for board and committee operations, director responsibilities, and key governance practices and are reviewed at least annually by the appropriate board committee. A substantial majority of our directors are independent under applicable Nasdaq and SEC rules. Independent directors meet regularly in executive session without management present.	The board and its committees conduct annual self-evaluations, and the board oversees CEO and executive succession planning. The compliance program is designed to promote ethical behavior, data integrity, and responsible promotion of our products.

       Strategic

      

          
       We are focused on improving maternal and neonatal health by providing innovative pregnancy biomarker information to doctors and patients. 
Advance and publish high-quality clinical evidence supporting the PreTRM® test and other pipeline tests, including outcomes and health‑economic data. 
Continue to build relationships with key opinion leaders in maternal‑fetal medicine and obstetrics.

       Expand adoption of the PreTRM® test among healthcare providers, payers, and employers through targeted education and value‑based evidence. 
Pursue reimbursement coverage and contracting strategies to broaden patient access.
Invest in our biomarker discovery platform and digital tools to address additional pregnancy complications and support personalized care pathways.

TOGETHER

We can do better for

women’s health.

SERA PROGNOSTICS, INC.

2749 East Parleys Way, Suite 200

Salt Lake City, Utah 84109

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

to be held on Thursday, June 4, 2026 at 9:00 a.m. Mountain Time

This proxy statement, along with the accompanying notice of 2026 Annual Meeting of Stockholders, contains information about the 2026 Annual Meeting of Stockholders of Sera Prognostics, Inc. (the “2026 Annual Meeting”), including any adjournments or postponements thereof. We are holding the 2026 Annual Meeting at 9:00 a.m. Mountain Time, on Thursday, June 4, 2026. We have decided to hold the 2026 Annual Meeting virtually via live webcast on the Internet because hosting a virtual annual meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our 2026 Annual Meeting. You will be able to attend our 2026 Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SERA2026. You will not be able to attend the 2026 Annual Meeting in person.

In this proxy statement, we refer to Sera Prognostics, Inc. as “the Company,” “we,” and “us.”

This proxy statement relates to the solicitation of proxies by our board of directors for use at the 2026 Annual Meeting.

On or about April 24, 2026, we intend to begin sending to our stockholders the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2026

The notice of 2026 Annual Meeting of Stockholders, this proxy statement, our form of proxy card and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) are available for viewing, printing and downloading at www.proxyvote.com. To view these materials please have your 16-digit control number(s) available that appears on your Notice of Internet Availability of Proxy Materials or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report, which includes our financial statements for the fiscal year ended December 31, 2025, on the website of the Securities and Exchange Commission at www.sec.gov, or in the “Financial Information” section of the “Investors” section of our website at www.sera.com. You may also obtain a printed copy of our Annual Report, including our financial statements, free of charge, from us by sending a written request to: Sera Prognostics, Inc., Attn: Investor Relations, 2749 East Parleys Way, Suite 200, Salt Lake City, Utah 84109. Exhibits will be provided upon written request and payment of an appropriate processing fee.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our board of directors oversees the management of our business and affairs and is committed to maintaining strong corporate governance practices appropriate for an emerging growth company transitioning into its next phase of maturity. Under our amended and restated bylaws, the board is responsible for providing strategic direction, overseeing risk management, and ensuring accountability to our stockholders.

The board currently consists of eight directors, each bringing experience relevant to our strategic priorities, including diagnostics innovation, commercial scaling, healthcare services, and financial stewardship. The board regularly evaluates its composition to ensure alignment with the Company’s evolving needs as we continue to grow.

The board has conducted its annual independence review and has affirmatively determined that six of our eight directors qualify as “independent” within the meaning of the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). In making these determinations, the board considered all relevant facts and relationships and concluded that none of the independent directors has a relationship that would interfere with the exercise of independent judgment. The board believes that maintaining a substantial majority of independent directors supports effective oversight, balanced decision-making, and strong governance practices.

Our board is divided into three classes with staggered three-year terms, a structure designed to promote continuity and long-term strategic planning. At each annual meeting of stockholders, one class of directors is elected to serve a three-year term, succeeding the class whose term is then expiring. Each director serves until the election and qualification of his or her successor or until earlier death, resignation, or removal. Any change in the number of directors will be apportioned among the three classes so that each class remains as nearly equal in number as possible.

The board is committed to thoughtful refreshment to ensure an appropriate balance of experience, skills, and perspectives. As part of this commitment, the board regularly reviews director tenure, committee composition, and leadership succession. The following table provides the names and key information for the directors standing for election at the Annual Meeting and for the continuing members of the board as of March 31, 2026. Each nominee has been recommended for election based on the board’s assessment of the skill, experience, and attributes necessary to support the Company’s strategic objectives, including clinical development, diagnostics commercialization, healthcare operations, financial oversight, and governance expertise.


Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Director Nominees
Jeffrey T. Elliott(1)(2)	II	48	Director	2025	2026	2029
Kim Kamdar, Ph.D.(2)(3)	II	58	Board Chair	2011	2026	2029
Sandra A. J. Lawrence(1)	II	68	Director	2021	2026	2029
Continuing Directors
Gregory C. Critchfield, M.D., M.S.	III	74	Director	2010	2027	—
Zhenya Lindgardt	III	52	President and Chief Executive Officer	2021	2027	—
Joshua Phillips(1)(2)	III	59	Director	2011	2027	—
Jane F. Barlow, M.D.(3)	I	65	Director	2022	2028	—
Mansoor Raza Mirza, M.D.(3)	I	65	Director	2014	2028	—

(1)

Member of the audit committee

(2)

Member of the compensation committee

(3)

Member of the nominating and governance committee

Nominees for Director


Jeffrey T. Elliott	Director Since: 2025

SEC Form DEF 14A filed by Sera Prognostics Inc.