STOCK TITAN

Thomas Lynch joins Natera (NASDAQ: NTRA) board as new independent director

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Natera, Inc. filed an amended report to add XBRL data to a prior disclosure without changing any of the original information. The company’s Board of Directors increased its size from eleven to twelve members and appointed Dr. Thomas Lynch as a new independent Class I director effective June 2, 2026.

Dr. Lynch’s term runs until the 2028 annual meeting of stockholders, and he will serve on the Board’s Human Capital Committee. He will receive cash and equity compensation in line with other non-employee directors, including a stock unit award vesting in three equal installments on June 26 of 2027, 2028, and 2029.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size 12 members Increased from eleven to twelve effective June 2, 2026
Director term end 2028 annual meeting Initial term for Class I director Thomas Lynch
Equity award vesting date 1 June 26, 2027 First one-third of initial stock unit award vests
Equity award vesting date 2 June 26, 2028 Second one-third of initial stock unit award vests
Equity award vesting date 3 June 26, 2029 Final one-third of initial stock unit award vests
Amendment purpose Add XBRL tagging Filed to include omitted XBRL data with no disclosure changes
independent director regulatory
"The Board determined that Dr. Lynch qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of The Nasdaq Stock Market."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Human Capital Committee financial
"The Board has appointed Dr. Lynch to the Human Capital Committee of the Board."
Indemnification Agreement regulatory
"The Company also expects to enter into an Indemnification Agreement with Dr. Lynch, providing for indemnification and advancement of litigation and other expenses."
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Amended Compensation Program for Non-Employee Directors financial
"Such compensation is described in the Company’s Amended Compensation Program for Non-Employee Directors filed with the Securities and Exchange Commission."
inline XBRL technical
"104 | Cover Page Interactive Data File (formatted as inline XBRL)."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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0001604821FalseNasdaq00016048212026-06-022026-06-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 2, 2026
Natera, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3747801-0894487
(State or other jurisdiction
 of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)
13011 McCallen Pass
Building A Suite 100
Austin, TX 78753
(Address of principal executive offices, including zip code)
(650) 980 9190
(Registrant’s telephone number, including area code)
N/A
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareNTRA
Nasdaq Stock Market LLC
 (Nasdaq Global Select Market)
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. ¨



EXPLANATORY NOTE
This amendment to the Current Report on Form 8-K is being filed solely to add XBRL tagging that was inadvertently omitted at the time of initial filing. No changes have been made to the registrant’s Form 8-K. This amendment does not reflect any subsequent events occurring after the original filing date of the Form 8-K or modify or update in any way disclosures made in the original filing.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Natera, Inc., a Delaware corporation (the “Company”) (i) increased the size of the full Board from eleven to twelve members and (ii) appointed Thomas Lynch as a member of the Board, in each case effective as of June 2, 2026.

Dr. Lynch will serve as a Class I director, with an initial term expiring at the 2028 annual meeting of stockholders. There is no arrangement or understanding between Dr. Lynch and any other persons pursuant to which Dr. Lynch was elected as a director.

The Board determined that Dr. Lynch qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of The Nasdaq Stock Market. The Board has appointed Dr. Lynch to the Human Capital Committee of the Board.

In connection with his appointment to the Board, Dr. Lynch will be entitled to receive cash and equity compensation consistent with that of the Company’s other non-employee directors. Such compensation is described in the Company’s Amended Compensation Program for Non-Employee Directors filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2025 as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The Company’s form Notice of Stock Unit Award and form Stock Unit Agreement were filed with the SEC on June 18, 2024 as Exhibit 10.1 to the Company’s Current Report on Form 8-K. The initial equity award granted to Dr. Lynch will vest as to one-third of the shares covered by such award on each of June 26, 2027, 2028, and 2029.

The Company also expects to enter into an Indemnification Agreement with Dr. Lynch, providing for indemnification and advancement of litigation and other expenses to Dr. Lynch to the fullest extent permitted by law for claims relating to his service to the Company or its subsidiaries. The Company’s form of indemnification agreement was filed with the SEC on March 16, 2017 as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

There are no family relationships between Dr. Lynch and any of the Company’s directors or executive officers, and Dr. Lynch does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
10.1
Natera, Inc. Amended Compensation Program for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 8, 2025).
10.2
Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2024).
10.3
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 16, 2017).
104Cover Page Interactive Data File (formatted as inline XBRL).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Natera, Inc.
By:/s/ Michael Brophy
Michael Brophy
Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: June 16, 2026

Filing Exhibits & Attachments

3 documents