8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): June 25, 2026

    

Sera Prognostics, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40606	26-1911522
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2749 East Parleys Way Suite 200
Salt Lake City, Utah		84109
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (801) 990-0520

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	SERA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2026, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Sera Prognostics, Inc. (the “Company”), and pursuant to the Amended and Restated Bylaws of the Company, the Board appointed, effective as of July 1, 2026, Mark Capone to serve as a Class II director, with an initial term expiring at the Company’s 2029 annual meeting of stockholders. In connection with and effective as of his appointment to the Board, Mr. Capone was also appointed to the Compensation Committee of the Board (the “Compensation Committee”).

Mark Capone is an accomplished healthcare executive with more than 40 years of experience in molecular diagnostics, genetics, biotechnology, medical devices and pharmaceuticals. Since January 2024, Mr. Capone has served as a director and member of the audit committee of Mesa Laboratories, Inc. (Nasdaq: MLAB) (“Mesa”) and was also appointed as a member of Mesa’s compensation committee in August 2025. Since March 2020, Mr. Capone has served as the CEO of Precision Medicine Advisors, LLC, a consulting company advising biopharmaceutical organizations. Previously, Mr. Capone served for five years as CEO of Myriad Genetics, a pioneering precision medicine company. During his 17-year career at Myriad, he transformed the company from $14M revenue, 150 employees, and one product to a global leader in precision medicine with $850M in revenue, 3,000 employees, and 11 products, four of which were obtained through acquisitions that deployed more than $1B in capital. Prior to joining Myriad Genetics, Mr. Capone served in a variety of roles with Eli Lilly and Company, including as Sales Director, Plant Manager, R&D Team Leader, and Biochemical Engineer. He received his MS in Management from the Massachusetts Institute of Technology (MIT) Sloan School of Management, an MS in (Bio) Chemical Engineering from MIT, a BS in Chemical Engineering from MIT, and a BS in Chemical Engineering from Penn State, graduating with highest distinction. Mr. Capone serves as a non-executive director of two privately held companies.

Mr. Capone will be entitled to standard compensation paid by the Company to its non-employee directors under the Company’s Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”), which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein. Pursuant to the Non-Employee Director Compensation Policy, in connection with Mr. Capone's appointment to the Board, on July 10, 2026, (the “Grant Date”), Mr. Capone will be granted the lesser of (a) an equity award with a grant date fair value of $167,072, with approximately equal value coming from stock options and restricted stock units (“RSUs”) or (b) an equity award of 150,000 option equivalents. The RSUs shall vest in three substantially equal annual installments and the options shall vest and become exercisable in thirty-six substantially equal monthly installments. Mr. Capone will also receive cash compensation for his service on the Board and Compensation Committee in accordance with the Non-Employee Director Compensation Policy. Furthermore, pursuant to the Non-Employee Director Compensation Policy, following each annual meeting of stockholders, Mr. Capone is entitled to receive the lesser of (i) an equity award with a grant date fair value of $88,359, with approximately equal value coming from stock options and RSUs or (b) an equity award of 75,000 option equivalents. The RSUs shall vest in one annual installment and the options will vest in twelve substantially equal monthly installments, such that the awards shall be fully vested on the earlier of the first anniversary of the date of grant or the date of the next annual meeting, subject to Mr. Capone continuing to provide services to the Company through such vesting dates.

Mr. Capone will also enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.1 of the Company’s Registration Statement on Form S-1/A, filed with the SEC July 8, 2021 and is incorporated herein by reference.

There is no arrangement or understanding between Mr. Capone and any other person pursuant to which Mr. Capone was appointed as a director. Mr. Capone is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Board has determined that Mr. Capone is an independent director in accordance with the listing requirements of the Nasdaq Global Market and the standards promulgated by the SEC, including enhanced independence criteria applicable to members of the Compensation Committee.

On June 30, 2026, the Company issued a press release announcing the appointment of Mr. Capone as a director, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
10.1+		Non-Employee Director Compensation Policy
99.1		Press release dated June 30, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			SERA PROGNOSTICS, INC.

Date:	June 30, 2026	By:	/s/ Austin Aerts
			Austin Aerts Chief Financial Officer

Exhibit 10.1

SERA PROGNOSTICS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Effective July 1, 2026 (“Effective Date”)

Non-employee members of the board of directors (the “Board”) of Sera Prognostics, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or issued, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors.

CASH COMPENSATION

Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $44,063 for service on the Board.

Additional Annual Retainers. In addition, the following annual retainers shall be paid to Non-Employee Directors as provided below:

Chair of the Board or Lead Independent Director. A Non-Employee Director serving as Chair of the Board shall receive an additional annual retainer of $36,250 for such service. A Lead Independent Director shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director may not receive both of these fees.

Audit Committee. A Non-Employee Director serving as Chair of the Audit Committee shall receive an additional annual retainer of $18,875 for such service. A Non-Employee Director serving as a member other than the Chair of the Audit Committee shall receive an additional annual retainer of $9,000 for such service. A Non-Employee Director may not receive both of these fees.

Compensation Committee. A Non-Employee Director serving as Chair of the Compensation Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director serving as a member other than the Chair of the Compensation Committee shall receive an additional annual retainer of $7,500 for such service. A Non-Employee Director may not receive both of these fees.

Nominating and Corporate Governance Committee. A Non-Employee Director serving as Chair of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member other than the Chair of the Nominating and Corporate Governance Committee shall

receive an additional annual retainer of $5,000 for such service. A Non-Employee Director may not receive both of these fees.

Payment of Retainers. The retainers described in Sections I(A) and I(B) shall be earned on a quarterly basis based on a fiscal quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each fiscal quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section I(B), for an entire fiscal quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such fiscal quarter actually served as a Non-Employee Director, or in such position, as applicable.

II.

EQUITY COMPENSATION

Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2021 Equity Incentive Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be granted subject to award agreements, including attached exhibits, in substantially the form previously approved by the Board. Such equity awards may comprise options to purchase shares of the Company’s common stock and/or restricted stock units (“RSU”), as determined in the Board’s discretion. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all grants of equity hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement. For the avoidance of doubt, the share numbers in Sections II(A) and II(B) shall be subject to adjustment as provided in the Equity Plan.

Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board after the Effective Date shall receive, effective on the next standard Company vesting date1 following the date of such initial election or appointment, the lesser of (a) an equity award with a grant date fair value of $167,072 (for options, based on a Black-Scholes valuation method and rounded down to the nearest whole share), with approximately equal value coming from options and from RSUs unless the Board determines otherwise, or (b) an equity award of 150,000 option equivalents.2 The awards described in this Section II(A) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award.

Subsequent Awards. A Non-Employee Director who (i) has been serving as a Non-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders after the Effective Date and (ii) will continue to serve as a

1 The Company’s current Equity Compensation Granting Policy states as follows:

Standard Company Vesting dates: In an effort to balance the administrative burden of multiple RSU awards vesting throughout the year with participant considerations (i.e., not making participants wait an undue amount of time for awards to vest), the Company has elected to require all RSUs to vest on a common date each month. Specifically, the Company requires all RSUs to vest on the 10th of the month following the required vesting period.

2 “Option equivalents” means a specific number of shares, in the case of options, and a different number of RSUs that have value approximately equal to the fair market value of that specific number of options. As an illustrative example, if $167,072 in value is to be awarded, but the Company’s share price is such that awarding that value would exceed 150,000 shares, then the Company will, unless the Board determines otherwise, award at most 75,000 options together with a number of RSUs whose value is equal to the Black-Scholes value of 75,000 options.

Non-Employee Director immediately following such meeting, shall receive, effective on the next standard Company vesting date following the date of such meeting, the lesser of (a) an equity award with a grant date fair value of $88,359 (for options, based on a Black-Scholes valuation method and rounded down to the nearest whole share), with approx.imately equal value coming from options and from RSUs unless the Board determines otherwise, or (b) an equity award of 75,000 option equivalents. The awards described in this Section II(B) shall be referred to as “Subsequent Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders or appointed to the Board less than six months before an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election and shall not also receive a Subsequent Award on the date of such meeting, but shall be eligible for Subsequent Awards at subsequent annual meetings.

Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Award pursuant to Section II(A) above, but to the extent that they are otherwise entitled, will receive, after termination of employment with the Company and any parent or subsidiary of the Company, Subsequent Awards as described in Section II(B) above.

Terms of Awards Granted to Non-Employee Directors

Exercise Price for Options. The per share exercise price of each option granted to a Non-Employee Director shall equal the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the date the option is granted.

Vesting. For each Initial Award, any RSUs shall vest and in three (3) substantially equal annual installments beginning with the one-year anniversary of the first standard Company vesting date that is on or after the grant date and the second and third anniversaries thereof, and any options shall vest and become exercisable in thirty-six (36) substantially equal monthly installments starting on the next standard Company vesting date that is at least one month after the date of grant, such that the Initial Award shall be fully vested on the first standard Company vesting date that is on or after the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date. For each Subsequent Award, any RSUs shall vest on the next standard Company vesting date on or after the first anniversary of the grant date, and any options shall vest and become exercisable in twelve (12) substantially equal monthly installments starting on the next standard Company vesting date that is at least one month after the date of grant; provided, however, that the Subsequent Award shall be fully vested on the earlier of the first anniversary of the date of grant or the date of the next annual meeting, subject to the Non-Employee Director continuing in service on the Board as a Non-Employee Director through each such vesting date. Unless the Board otherwise determines, or except as provided in the following paragraph, any portion of an Initial Award or Subsequent Award which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested

and exercisable.

Unvested equity will be forfeited when a Non-Employee Director’s service as a director terminates, except that (a) a Non-Employee Director’s unvested shares shall become fully vested upon the Non-Employee Director’s death or disability; (b) a Non-Employee Director who elects not to stand for reelection as a Director for the following compensation year shall vest in a pro-rata portion of their grants still outstanding at the annual meeting at which their service as a Director terminates; and (c) a Non-Employee Director who resigns before the end of his or her current term shall vest in a pro-rata portion of their grants still outstanding at the time of such resignation.

Term for Options. The maximum term of each stock option granted to a Non-Employee Director hereunder shall be ten (10) years from the date the option is granted.

* * * * *

In no event shall the aggregate grant date fair value (determined in accordance with ASC 718) of (1) equity awards to be granted and (2) any cash compensation paid to any Non-Employee Director exceed $1,000,000 in any fiscal year.

* * * * *

Exhibit 99.1

SERA PROGNOSTICS ANNOUNCES APPOINTMENT OF MARK CAPONE TO ITS BOARD OF DIRECTORS

Salt Lake City – June 30, 2026 – Sera Prognostics Inc., The Pregnancy Company® (Nasdaq: SERA), focused on improving maternal and neonatal health by providing innovative pregnancy biomarker information to doctors and patients, today announced that Mark Capone will join its Board of Directors, effective July 1, 2026.

Mr. Capone is a seasoned healthcare executive with more than 40 years of leadership experience across the diagnostics and life sciences sectors, including extensive service on private and public company boards and committees. In his last operating role, he served as Chief Executive Officer of Myriad Genetics, where he led the company’s transformation into a focused precision medicine organization, expanding its molecular diagnostics portfolio and strengthening its commercial execution. Prior to serving as CEO, Mr. Capone held several senior leadership roles at Myriad during his 17-year tenure, including President and Chief Operating Officer.

Earlier in his career, Mr. Capone held leadership positions at Eli Lilly and other healthcare organizations, building deep expertise in pharmaceutical commercialization, strategic planning, and business development.

“Sera is addressing a significant unmet need in maternal and fetal health, and I believe the company’s proteomics‑based approach has the potential to meaningfully improve outcomes,” said Mr. Capone. “I look forward to working with the Board and management team as Sera advances its mission and strategy.”

“Mark’s extensive experience commercializing complex diagnostic products and navigating reimbursement and payer environments will be highly valuable as we continue to expand adoption of the PreTRM® test,” said Zhenya Lindgardt, President and CEO of Sera Prognostics. “His proven ability to scale innovative diagnostic platforms and build high performing commercial organizations aligns well with Sera’s next phase of growth.”

Mr. Capone’s appointment reflects Sera’s continued focus on strengthening its Board with leaders who bring deep commercial, operational, and healthcare industry expertise to support the company’s long-term growth and execution.

About Sera Prognostics, Inc.

Sera Prognostics is a leading health diagnostics company dedicated to improving the lives of women and babies through precision pregnancy care. Sera’s mission is to provide early, pivotal pregnancy information to improve the health of mothers and newborns, resulting in reductions in the costs of healthcare delivery. Sera has a robust pipeline of innovative diagnostic tests focused on the early prediction of preterm birth risk and other complications of pregnancy. Sera’s precision medicine PreTRM® Test reports to a physician the individualized risk of spontaneous premature delivery in a pregnancy, enabling earlier proactive interventions in women with higher risk. Sera Prognostics is headquartered in Salt Lake City, Utah.

About Preterm Birth

Preterm birth is defined as any birth before 37 weeks’ gestation and is the leading cause of illness and death in newborns. The 2025 March of Dimes Report Card shows that, for the fourth consecutive year, the United States earned a D+ grade for preterm birth, making the longest stretch of the lowest grade in Report Card history. Prematurity is associated with a significantly increased risk of major long-term medical complications, including

learning disabilities, cerebral palsy, chronic respiratory illness, intellectual disability, seizures, and vision and hearing loss, and can generate significant costs throughout the lives of affected children. The annual health care costs to manage short- and long-term complications of prematurity in the United States were estimated to be approximately $25 billion for 2016.

About the PreTRM® Test

The PreTRM® Test is the only broadly validated, commercially available blood-based biomarker test that provides an early, accurate and individualized risk prediction for spontaneous preterm birth in asymptomatic singleton pregnancies. The PreTRM® Test measures and analyzes proteins in the blood that are highly predictive of preterm birth. The PreTRM® Test permits physicians to identify, during the weeks 18 through 20 of pregnancy, which women are at increased risk for preterm birth and its complications, enabling more informed, personalized clinical decisions based on each woman’s individual risk. The PreTRM® Test is ordered by a medical professional.

Sera, Sera Prognostics, the Sera Prognostics logo, The Pregnancy Company, and PreTRM are trademarks or registered trademarks of Sera Prognostics, Inc. in the United States and/or other countries.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to Mr. Capone’s extensive experience being highly valuable in expanding adoption of the PreTRM® test; the Company’s next phase of growth; and the Company’s strategic directives under the caption “About Sera Prognostics, Inc.” These “forward-looking statements” are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by forward-looking statements. These risks and uncertainties include, but are not limited to: net losses, cash generation, and the potential need to raise more capital; revenues from the PreTRM Test representing substantially all Company revenues to date; the need for broad scientific and market acceptance of the PreTRM Test; a concentrated number of material customers; our ability to introduce new products; potential competition; our proprietary biobank; critical suppliers; estimates of total addressable market opportunity and forecasts of market growth; potential third-party payer coverage and reimbursement; new reimbursement methodologies applicable to the PreTRM Test, including new CPT codes and payment rates for those codes; changes in FDA regulation of laboratory-developed tests; the intellectual property rights protecting our tests and market position; and other factors discussed under the heading “Risk Factors” contained in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, as well as any updates to those risk factors filed from time to time in our periodic and current reports filed with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and the Company undertakes no duty to update this information unless required by law.

Investor Contact

Jennifer Zibuda, Head of Investor Relations

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+1 (801) 396-8043

Media Contact

Nicole Kaplan at Allison Worldwide

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