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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):
February 26, 2026
Natera, Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-37478 |
|
01-0894487 |
|
(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 class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
NTRA |
|
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. ¨
| Item 2.02. |
Results of Operations and Financial Condition. |
On February 26, 2026, Natera, Inc. issued a press release
announcing the results for its fourth quarter and year ended December 31, 2025 and provided a related investor presentation. A copy
of the press release and a copy of the investor presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Current Report on Form 8-K and the accompanying
Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation
language in such filing, unless expressly incorporated by reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 99.1 |
|
Press Release dated February 26, 2026. |
| 99.2 |
|
Investor Presentation. |
| 104 |
|
Cover 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: February 26, 2026
Exhibit 99.1
Natera Reports Fourth Quarter and
Full Year 2025 Financial Results
AUSTIN, Texas, February 26, 2026
/PRNewswire/ — Natera, Inc. (NASDAQ: NTRA), a global leader in cell-free DNA and genetic testing, today reported its
financial results for the fourth quarter and full year ended December 31, 2025.
Recent Financial Highlights
| · | Generated total revenues of $665.5 million in the fourth quarter of
2025, compared to $476.1 million in the fourth quarter of 2024, an increase of 39.8%. Product revenues grew 39.8% over the same period. |
| · | Generated
a gross margin1 of
66.9% in the fourth quarter of 2025, compared to a gross margin1 of
62.9% in the fourth quarter of 2024. |
| · | Generated
total revenues of $2,306.1 million in the full year 2025, compared to $1,696.9 million in
the full year 2024, an increase of 35.9%. Product revenues grew 36.2% over the same period. |
| · | Generated
a gross margin1 of
64.7% in the full year of 2025, compared to a gross margin1 of
60.3% in the full year of 2024. |
| · | Processed
approximately 923,600 tests in the fourth quarter of 2025, compared to approximately 792,800
tests in the fourth quarter of 2024, an increase of 16.5%. |
| · | Processed
approximately 3,525,500 tests in the full year 2025, compared to approximately 3,064,600
tests in the full year 2024, an increase of 15.0%. |
| · | Processed
approximately 233,300 oncology tests in the fourth quarter of 2025, compared to approximately
150,800 in the fourth quarter of 2024, an increase of 54.7%. |
| · | Processed
approximately 800,800 oncology tests in the full year 2025, compared to approximately 528,200
in the full year 2024, an increase of 51.6%. |
| · | Achieved positive cash inflow of approximately $107.6 million2
in the full year 2025. |
“We delivered
an outstanding finish to 2025 with record test volumes, strong revenue that exceeded our January pre-announcement, and gross margins
well ahead of our expectations even as we continued to invest significantly throughout the year,” said Steve Chapman, chief executive
officer of Natera. “With solid momentum already in 2026, we remain focused on our mission to transform the management of disease
worldwide by expanding access to our testing and advancing the data that supports better patient care.”
Fourth Quarter
and Year Ended December 31, 2025 Financial Results
Total revenues
were $665.5 million in the fourth quarter of 2025 compared to $476.1 million in the fourth quarter of 2024, an increase of 39.8%. The
increase in total revenues was driven primarily by a 39.8% increase in product revenues, which were $661.2 million in the fourth quarter
of 2025 compared to $472.9 million in the fourth quarter of 2024. The increase in product revenues was driven by an increase in volume
and average selling price improvements.
Natera processed
approximately 923,600 tests in the fourth quarter of 2025, including approximately 909,000 tests accessioned in its laboratory, compared
to approximately 792,800 tests processed, including approximately 778,400 tests accessioned in its laboratory, in the fourth quarter
of 2024.
In the fourth quarter
of 2025, Natera recognized revenue on approximately 892,400 tests for which results were reported to customers in the period (tests reported),
including approximately 878,000 tests reported from its laboratory, compared to approximately 771,700 tests reported, including approximately
758,200 tests reported from its laboratory, in the fourth quarter of 2024, an increase of 15.6% from the prior period.
Total revenues
were $2,306.1 million in the full year 2025 compared to $1,696.9 million in the full year 2024, an increase of 35.9%. The increase in
total revenues was driven primarily by a 36.2% increase in product revenues, which were $2,295.8 million in the full year 2025 compared
to $1,685.1 million in the full year 2024. The increase in product revenues was driven by an increase in volume and average selling price
improvements.
Natera processed
approximately 3,525,500 tests in the full year 2025, including approximately 3,468,700 tests accessioned in its laboratory, compared
to approximately 3,064,600 tests processed, including approximately 3,001,900 tests accessioned in its laboratory, in the full year 2024.
In the full year
2025, Natera recognized revenue on approximately 3,342,500 tests for which results were reported to customers in the period (tests reported),
including approximately 3,288,600 tests reported from its laboratory, compared to approximately 2,926,400 tests reported, including approximately
2,867,400 tests reported from its laboratory, in the full year 2024, an increase of 14.2% from the prior period.
Gross profit2
for the three months ended December 31, 2025 and 2024 was $445.2 million and $299.6 million, respectively, representing a gross
margin1 of 66.9% and 62.9%, respectively. Gross profit1 for the year ended December 31, 2025 and 2024 was
$1,493.2 million and $1,023.2 million, respectively, representing a gross margin1 of 64.7% and 60.3%, respectively. Natera
had higher gross margin1 in the fourth quarter of 2025 and for the full year 2025 primarily as a result of higher revenues
and continued progress in reducing cost of revenues associated with tests processed. Total operating expenses, representing research
and development expenses and selling, general and administrative expenses, for the fourth quarter of 2025 was $466.5 million, compared
to $364.4 million in the same period of the prior year, an increase of 28.0%. Total operating expense for the full year 2025 were $1,801.4
million, compared to $1,245.5 million in the same period of the prior year, an increase of 44.6%. The increases in both periods were
primarily driven by headcount growth to support new product offerings as well as increases in consulting and legal expenses. Amortization
of acquired intangible assets for the fourth quarter and full year of 2025 was $1.7 million. No such amortization occurred in the fourth
quarter or full year of 2024.
Loss from operations
for the fourth quarter of 2025 was $22.8 million compared to $64.7 million for the same period of the prior year. Loss from operations
for full year 2025 was $309.9 million compared to $222.3 million for the same period of the prior year.
Natera’s
net loss for the full year 2025 was $208.2 million, or ($1.52) per diluted share, compared to a net loss of $190.4 million, or ($1.53)
per diluted share, in 2024. Weighted average shares outstanding were 136.7 million in the full year 2025 compared to 124.7 million for
the same period in the prior year.
At December 31,
2025, Natera held approximately $1,076.1 million in cash, cash equivalents, short-term investments and restricted cash, compared to $968.3
million as of December 31, 2024. As of December 31, 2025, Natera had a total outstanding debt balance of $80.3 million including
accrued interest under its line of credit with UBS at a variable interest rate of 30-day SOFR plus 50 bps.
Financial Outlook
Natera anticipates 2026 total revenue of $2.62 billion to $2.70 billion;
2026 gross margin1 to be approximately 63% to 65%; selling, general and administrative costs to be approximately $1.125 billion
to $1.225 billion; research and development costs to be $750 million to $850 million; and net cash inflow to be positive3.
Test Volume Summary
| Unit | |
Q4 2025 | |
Q4 2024 | |
FY 2025 | |
FY 2024 | |
Definition |
| Tests processed | |
923,600 | |
792,800 | |
3,525,500 | |
3,064,600 | |
Tests accessioned in our laboratory plus units processed outside of our laboratory |
| Tests accessioned | |
909,000 | |
778,400 | |
3,468,700 | |
3,001,900 | |
Test accessioned in our laboratory |
| Tests reported | |
892,400 | |
771,700 | |
3,342,500 | |
2,926,400 | |
Total tests reported |
| Tests reported in our laboratory | |
878,000 | |
758,200 | |
3,288,600 | |
2,867,400 | |
Total tests reported in our laboratory less units reported outside of our laboratory |
About Natera
Natera™ is
a global leader in cell-free DNA and precision medicine, dedicated to oncology, women’s health, and organ health. We aim to make
personalized genetic testing and diagnostics part of the standard-of-care to protect health and inform earlier, more targeted interventions
that help lead to longer, healthier lives. Natera’s tests are supported by more than 350 peer-reviewed publications that demonstrate
excellent performance. Natera operates ISO 13485-certified and CAP-accredited laboratories certified under the Clinical Laboratory Improvement
Amendments (CLIA) in Austin, Texas, and San Carlos, California, and through Foresight Diagnostics, its subsidiary, operates an ISO 27001-certified
and CAP-accredited laboratory certified under CLIA in Boulder, Colorado. For more information, visit www.natera.com.
Conference Call Information
| Event: |
Natera’s
Fourth Quarter and Full Year 2025 Financial Results Conference Call |
| Date: |
Thursday,
February 26, 2026 |
| Time: |
1:30
p.m. PT (4:30 p.m. ET) |
| Live
Dial-In: |
1-888-770-7321 (Domestic)
1-929-201-7107 (International) |
| Conference
ID: |
7684785
|
| Webcast
Link: |
https://events.q4inc.com/attendee/730547572 |
Forward-Looking Statements
This press release
contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts, including statements regarding our market opportunity, anticipated products and launch schedules, reimbursement
coverage and product costs, commercial and strategic partnerships and acquisitions, user experience, clinical trials and studies, and
our strategies, goals and general business and market conditions, are forward-looking statements. Any forward-looking statements contained
in this press release are based upon Natera’s current plans, estimates, and expectations, as of the date of this release, and are
not a representation that such plans, estimates, or expectations will be achieved.
These forward-looking
statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including: we
face numerous uncertainties and challenges in achieving our financial projections and goals; we may be unable to further increase the
use and adoption of our products through our direct sales efforts or through our laboratory partners; we have incurred net losses since
our inception and we anticipate that we will continue to incur net losses for the foreseeable future; our quarterly results may fluctuate
from period to period; our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; we may be unable
to compete successfully with existing or future products or services offered by our competitors; we may engage in acquisitions, dispositions
or other strategic transactions that may not achieve our anticipated benefits and could otherwise disrupt our business, cause dilution
to our stockholders or reduce our financial resources; our products may not perform as expected; the results of our clinical studies
may not support the use and reimbursement of our tests, particularly for microdeletions screening, and may not be able to be replicated
in later studies required for regulatory approvals or clearances; if either of our primary CLIA-certified laboratories becomes inoperable,
we will be unable to perform our tests and our business may be harmed; we rely on a limited number of suppliers or, in some cases, single
suppliers, for some of our laboratory instruments and materials and may not be able to find replacements or immediately transition to
alternative suppliers; if we are unable to successfully scale our operations, our business could suffer; the marketing, sale, and use
of Panorama and our other products could result in substantial damages arising from product liability or professional liability claims
that exceed our resources; we may be unable to expand, obtain or maintain third-party payer coverage and reimbursement for our tests,
and we may be required to refund reimbursements already received; third-party payers may withdraw coverage or provide lower levels of
reimbursement due to changing policies, billing complexities or other factors; we could incur substantial costs and delays complying
with governmental regulations; litigation and other regulatory or governmental proceedings related to our intellectual property or the
commercialization of our tests, are costly, time-consuming, could result in our obligation to pay material judgments or incur material
settlement costs, and could limit our ability to commercialize our tests; and any inability to effectively protect our proprietary technology
could harm our competitive position or our brand.
We discuss these
and other risks and uncertainties in greater detail in the sections entitled “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports on Forms 10-K and 10-Q and in
other filings that we make with the SEC from time to time. These documents are available on our website at www.natera.com under the Investor
Relations section and on the SEC’s website at www.sec.gov.
We operate in a
very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict
all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statement. In light of these risks, uncertainties
and assumptions, you should not place undue reliance on our forward-looking statements. Except as required by law, we undertake no obligation
to update publicly any forward-looking statements for any reason after the date of this presentation to conform these statements to actual
results or to changes in our expectations.
References:
| 1. | Gross profit
is calculated as GAAP total revenues less GAAP cost of revenues. Gross margin is calculated
as gross profit divided by GAAP total revenues. |
| 2. | Positive cash
inflow for the year ended December 31, 2025, is derived from the GAAP Statement of Cash
Flows as follows: net cash provided by operating activities of $215.3 million, net cash provided
by financing activities of $47.5 million, offset by net cash used in investing activities
for purchases of property and equipment, cash paid for acquisition of intangible assets,
and cash paid for business combination of $155.2 million. |
| 3. | Non-GAAP cash
(outflow) inflow is calculated as the sum of GAAP net cash provided by (used in) operating
activities, GAAP net cash provided by (used in) financing activities, and GAAP net cash provided
by (used in) investing activities for purchases of property and equipment, investment in
related party, cash paid for acquisition of intangible assets, and cash paid for business
combination. Management uses non-GAAP cash flow as an indicator of the Company’s operational
cash generating capabilities. |
Contacts
Investor Relations
Mike Brophy, CFO, Natera, Inc., 510-826-2350
Media
Lesley Bogdanow, VP of Corporate Communications, Natera, Inc., pr@natera.com
Natera, Inc.
Consolidated
Balance Sheets
(Unaudited)
(in thousands,
except shares)
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
(1) | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash, cash equivalents and restricted cash | |
$ | 1,076,140 | | |
$ | 945,587 | |
| Short-term investments | |
| — | | |
| 22,689 | |
| Accounts receivable, net of allowance of $8,018 in 2025 and $7,259 in 2024 | |
| 296,528 | | |
| 314,165 | |
| Inventory | |
| 68,443 | | |
| 44,744 | |
| Prepaid expenses and other current assets | |
| 55,828 | | |
| 48,635 | |
| Total current assets | |
| 1,496,939 | | |
| 1,375,820 | |
| Property and equipment, net | |
| 241,184 | | |
| 162,046 | |
| Operating lease right-of-use assets | |
| 108,541 | | |
| 86,149 | |
| Goodwill | |
| 141,070 | | |
| — | |
| Intangible assets | |
| 373,713 | | |
| 10,933 | |
| Other assets | |
| 36,897 | | |
| 25,787 | |
| Total assets | |
$ | 2,398,344 | | |
$ | 1,660,735 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 33,156 | | |
$ | 34,922 | |
| Accrued compensation | |
| 92,603 | | |
| 62,114 | |
| Contingent consideration payable, current portion | |
| 21,580 | | |
| — | |
| Deferred revenue, current portion | |
| 24,907 | | |
| 19,754 | |
| Short-term debt financing | |
| 80,323 | | |
| 80,362 | |
| Other accrued liabilities | |
| 188,659 | | |
| 146,893 | |
| Total current liabilities | |
| 441,228 | | |
| 344,045 | |
| Contingent consideration payable, long-term portion | |
| 96,780 | | |
| — | |
| Deferred tax liability, long-term portion | |
| 701 | | |
| — | |
| Operating lease liabilities, long-term portion | |
| 118,473 | | |
| 96,588 | |
| Deferred revenue, long-term portion | |
| 17,062 | | |
| 16,838 | |
| Other liabilities | |
| 11,687 | | |
| 7,844 | |
| Total liabilities | |
| 685,931 | | |
| 465,315 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ equity: | |
| | | |
| | |
| Common stock (2) | |
| 14 | | |
| 12 | |
| Additional paid in capital | |
| 4,488,679 | | |
| 3,763,614 | |
| Accumulated deficit | |
| (2,776,022 | ) | |
| (2,567,862 | ) |
| Accumulated other comprehensive loss | |
| (258 | ) | |
| (344 | ) |
| Total stockholders’ equity | |
| 1,712,413 | | |
| 1,195,420 | |
| Total liabilities and stockholders’ equity | |
$ | 2,398,344 | | |
$ | 1,660,735 | |
| (1) | The consolidated
balance sheet at December 31, 2024 has been derived from the audited consolidated financial
statements at that date included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2024. |
| (2) | As of December 31,
2025 and December 31, 2024, there were approximately 139,693,000 and 132,646,000 shares
of common stock, respectively, issued and outstanding. |
Natera, Inc.
Consolidated
Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands,
except per share data)
| | |
Year ended December 31, | |
| | |
2025 | | |
2024 | | |
2023 | |
| Revenues | |
| | | |
| | | |
| | |
| Product revenues | |
$ | 2,295,820 | | |
$ | 1,685,074 | | |
$ | 1,068,522 | |
| Licensing and other revenues | |
| 10,293 | | |
| 11,837 | | |
| 14,049 | |
| Total revenues | |
| 2,306,113 | | |
| 1,696,911 | | |
| 1,082,571 | |
| Cost and expenses | |
| | | |
| | | |
| | |
| Cost of product revenues | |
| 810,627 | | |
| 672,304 | | |
| 588,564 | |
| Cost of licensing and other revenues | |
| 2,306 | | |
| 1,449 | | |
| 1,267 | |
| Research and development | |
| 624,110 | | |
| 404,138 | | |
| 320,678 | |
| Selling, general and administrative | |
| 1,177,261 | | |
| 841,314 | | |
| 618,307 | |
| Amortization of acquired intangible assets | |
| 1,720 | | |
| — | | |
| — | |
| Total cost and expenses | |
| 2,616,024 | | |
| 1,919,205 | | |
| 1,528,816 | |
| Loss from operations | |
| (309,911 | ) | |
| (222,294 | ) | |
| (446,245 | ) |
| Interest expense | |
| (4,069 | ) | |
| (10,685 | ) | |
| (12,638 | ) |
| Interest and other income, net | |
| 45,891 | | |
| 43,248 | | |
| 24,353 | |
| Loss before income taxes | |
| (268,089 | ) | |
| (189,731 | ) | |
| (434,530 | ) |
| Income tax benefit (expense) | |
| 59,929 | | |
| (695 | ) | |
| (271 | ) |
| Net loss | |
$ | (208,160 | ) | |
$ | (190,426 | ) | |
$ | (434,801 | ) |
| Unrealized gain on available-for-sale securities and foreign currency translation adjustment | |
| 86 | | |
| 2,741 | | |
| 13,277 | |
| Comprehensive loss | |
$ | (208,074 | ) | |
$ | (187,685 | ) | |
$ | (421,524 | ) |
| | |
| | | |
| | | |
| | |
| Net loss per share: | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | (1.52 | ) | |
$ | (1.53 | ) | |
$ | (3.78 | ) |
| | |
| | | |
| | | |
| | |
| Weighted-average number of shares used in computing basic and diluted net loss per share: | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 136,721 | | |
| 124,718 | | |
| 114,997 | |
Exhibit 99.2

February 26, 2026 Natera, Inc. Q4’2025 Earnings Presentation

This presentation contains forward - looking statements under the meaning of the Private Securities Litigation Reform Act of 1995 . All statements other than statements of historical facts contained in this presentation, including statements regarding our market opportunity, our anticipated products and launch schedules, our reimbursement coverage and our product costs, our commercial and strategic partnerships and potential acquisitions, our user experience, our clinical trials and studies, our strategies, our goals and general business and market conditions, are forward - looking statements . These forward - looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including : we face numerous uncertainties and challenges in achieving our financial projections and goals ; we may be unable to further increase the use and adoption of our products through our direct sales efforts or through our laboratory partners ; we have incurred net losses since our inception and we anticipate that we will continue to incur net losses for the foreseeable future ; our quarterly results may fluctuate from period to period ; unless otherwise indicated, all financial data for the current and prior quarters are unaudited and subject to adjustment in connection with the completion of Natera’s quarterly and annual financial reporting processes ; our estimates of market opportunity and forecasts of market growth may prove to be inaccurate ; we may be unable to compete successfully with existing or future products or services offered by our competitors ; we may engage in acquisitions, dispositions or other strategic transactions that may not achieve our anticipated benefits and could otherwise disrupt our business, cause dilution to our stockholders or reduce our financial resources ; our products may not perform as expected ; the results of our clinical studies may not support the use and reimbursement of our tests, particularly for microdeletions screening, and may not be able to be replicated in later studies required for regulatory approvals or clearances ; if either of our primary CLIA - certified laboratories becomes inoperable, we will be unable to perform our tests and our business will be harmed ; we rely on a limited number of suppliers or, in some cases, single suppliers, for some of our laboratory instruments and materials and may not be able to find replacements or immediately transition to alternative suppliers ; if we are unable to successfully scale our operations, our business could suffer ; the marketing, sale, and use of Panorama and our other products could result in substantial damages arising from product liability or professional liability claims that exceed our resources ; we may be unable to expand, obtain or maintain third - party payer coverage and reimbursement for our tests, and we may be required to refund reimbursements already received ; third - party payers may withdraw coverage or provide lower levels of reimbursement due to changing policies, billing complexities or other factors ; we could incur substantial costs and delays complying with governmental regulations ; litigation and other regulatory or governmental proceedings, related to our intellectual property or the commercialization of our tests, are costly, time - consuming, could result in our obligation to pay material judgments or incur material settlement costs, and could limit our ability to commercialize our tests ; and any inability to effectively protect our proprietary technology could harm our competitive position or our brand . We discuss these and other risks and uncertainties in greater detail in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports on Forms 10 - K and 10 - Q and in other filings we make with the SEC from time to time . Moreover, we operate in a very competitive and rapidly changing environment . New risks emerge from time to time . It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward - looking statement . In light of these risks, uncertainties and assumptions, the forward - looking events and circumstances discussed in this presentation may not occur and our actual results could differ materially and adversely from those anticipated or implied . As a result, you should not place undue reliance on our forward - looking statements . Except as required by law, we undertake no obligation to update publicly any forward - looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations . We file reports, proxy statements, and other information with the SEC . Such reports, proxy statements, and other information concerning us is available at http : //www . sec . gov . Requests for copies of such documents should be directed to our Investor Relations department at Natera , Inc . , 13011 McCallen Pass, Building A Suite 100 , Austin, TX 78753 . Our telephone number is ( 650 ) 980 - 9190 . 2 Safe harbor statement Not for reproduction or further distribution.

3 Q4 2025 financial highlights Not for reproduction or further distribution. 1. Non - GAAP gross margin percentage is computed as follows: GAAP revenues minus GAAP cost of product revenues and licensing and ot her revenues divided by GAAP revenues. 2. Non - GAAP cash inflow / outflow are calculated based on GAAP Statement of Cash Flows amounts including net cash from operating ac tivities, net cash from investing activities excluding amounts related to short - term investments, and net cash from financing activities excluding proceeds from public offerings. Please refer to our website at https://investor.natera.com/financials/ for a reconciliation of non - GAAP cash inflow / outflow to the most directly comparable GAAP financial measure. Management uses non - GAAP cash flow as an indicator of the Compan y’s operational cash generating capabilities. • ~924K total tests processed in Q4 2025 vs ~793K in Q4 2024; year - over - year growth of ~17%. • ~225K clinical MRD tests in Q4 2025 vs ~145K in Q4 2024; year - over - year growth of ~56%. Clinical MRD tests grew ~23K units over Q3 2025. • Revenue of ~$666M in Q4 2025 vs ~$476M in Q4 2024; year - over - year growth of ~40%. • Gross margin 1 of ~66.9% in Q4 2025 vs 62.9% in Q4’2024 • Generated ~$107.6M in cash inflow 2 in 2025. • Establishing 2026 financial outlook : revenue of $2.60B - $2.68B; gross margin of 63 % – 65%; and positive cash inflow 2 .

2025 business highlights 4 Not for reproduction or further distribution. Launch: Signatera TM Genome for RUO Readout: DEFINE - HT at International Society for Heart & Lung Transplantation Medicare Coverage: Signatera in Lung Cancer Surveillance Paper: Prospera Heart TM with DQS in American Journal of Transplantation Medicare Coverage: Signatera Genome Launch: Latitude TM Tissue - Free MRD Paper: PEDAL in American Journal of Transplantation Launch: Proprietary AI Foundation Models Launch: Fetal Focus TM Single - Gene Non - Invasive Prenatal Test (NIPT) Paper: IMvigor011 in New England Journal of Medicine Readout: AA Data from PROCEED Trial Acquisition: Foresight Diagnostics Paper: CALGB (Alliance)/ SWOG 80702 in JAMA Oncology Q1 Q2 Q3 Q4

Not for reproduction or further distribution. 91K 106K 118K 130K 145K 161K 181K 202K 225K 50K 70K 90K 110K 130K 150K 170K 190K 210K 230K 250K 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 5 Clinical MRD 1 volumes: another record quarter Clinical MRD tests processed ~22.8K • Fastest unit growth quarter at ~22.8K volume growth. • Acceleration seen across multiple tumor types. • Strong data readouts driving volume growth. 1. Includes clinical volumes for both Signatera and Latitude.

$112M $173M $217M $311M $476M $666M $M $100M $200M $300M $400M $500M $600M $700M 4Q'20 4Q'21 4Q'22 4Q'23 4Q'24 4Q'25 6 Revenues ~$6M above preannouncement; ~40% growth over Q4 2024 Total revenues: YoY Q4 trend Not for reproduction or further distribution. ~40% • Strong ASP trends across women’s health, organ health and oncology. • Signatera revenues continue to ramp. 4Q20 4Q21 4Q22 4Q23 4Q24 4Q25

51% 57% 59% 62% 63% 63% 63% 65% 67% 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 ~ 2 % true up benefit ~4% true up benefit ~4% true up benefit ~3% true up benefit ~3% true up benefit ~3% true up benefit ~3% true up benefit ~4% true up benefit 7 Continued gross margin 1 execution • Gross margins 1 up: 66.9% vs 64.9% in Q3 . • Ex true ups, GMs 2 up ~240 bp vs Q3 . • Continued sequential step up in ASPs. • Efficient Signatera COGS • Cash generation above $107M for FY25. 1. Non - GAAP gross margin percentage is computed as follows: GAAP revenues minus GAAP cost of product revenues and licensing and oth er revenues divided by GAAP revenues. 2. Non - GAAP gross margin percentage excluding true ups is computed as follows: GAAP revenues minus change in revenue estimate for t ests delivered in prior periods that were fully collected minus GAAP cost of product revenues and licensing and other revenues divided by GAAP revenues minus change in revenue estimate for tests delivered in prior periods that were fully co llected. Change in revenue estimate for tests delivered in prior periods that were fully collected was $59.7M and $55.1M for 4Q25 and 3Q25, respectively. Gross margins 1 quarterly trend Not for reproduction or further distribution. ~3% true up benefit

Strong reception to 21 - gene Fetal Focus single - gene NIPT Robust validation : prospective blinded EXPAND clinical trial, with confirmed genetic outcomes on both positives and negatives. Broad assessment : fetal risk assessment for 21 recessive and X - linked genes. Flexible ordering : available as a frontline or reflex test if the reproductive partner is not available. Ultra - sensitive technology : utilizes Natera’s proprietary LinkedSNP technology. 96% sensitivity 98% specificity >1,900 enrolled participants to date 294 samples across full 21 genes 1. Overall EXPAND performance has demonstrated 96% sensitivity (24/25 affected pregnancies) and 98% population - weighted specificity in 294 total samples across the full 21 genes. Overall performance includes recent data on newly added genes: 100% observed sensitivity (n = 14/14) and 9 4.2 % observed specificity. 2. EXpanding Prenatal Cell Free DNA Screening Across MoNogenic Disorders (EXPAND). https:// clinicaltrials.gov /study/NCT06808880. Accessed February 2026. 8 EXPAND Readout 1,2 Not for reproduction or further distribution.

9 EXPAND clinical trial selected for oral plenary at SMFM Not for reproduction or further distribution. • First single - gene NIPT study to be selected for an oral plenary and presented at the Society for Maternal - Fetal Medicine ( SMFM ) Meeting. • Underscores the scientific rigor and clinical relevance of the trial. • Largest prospective study on single - gene NIPT in the U.S. • Demonstrated excellent performance.

Details 10 ACES - EMB trial in heart transplantation completes enrollment Objective • Demonstrate Prospera Heart - guided surveillance can replace routine protocol biopsies with comparable clinical outcomes. Comparative Effectiveness Phase RANDOMIZATION 30 DAYS ( ± 10 days) post - Tx Months 2 - 3 ~biweekly visits* First randomized - controlled trial to compare dd - cfDNA surveillance to routine biopsy in organ transplantation EMB other standard of care (SOC) assessments Prospera other standard of care (SOC) assessments Months 4 - 6 ~monthly visits* EMB other SOC assessments Months 7 - 12 ~visits every 1 - 3 months* EMB other SOC assessments Prospera other SOC assessments Prospera other SOC assessments STUDY COMPLETION Month 12 (+ 30d) STUDY COMPLETION Heart Transplant Primary endpoint: Incidence of the composite endpoint of treated rejection, graft dysfunction, re - transplantation, or death at 12 months after HTx *Timing of visits per institutional protocol • >300 patients enrolled • 17 sites • 12 months of follow up ~weekly study visits* Not for reproduction or further distribution.

11 Prospera lung featured in landmark interventional study 1 Lung Tx 1M 3M 6M 12M 9M Protocol TBBx dd - cfDNA <1% Cancel 9M FOB/TBBx dd - cfDNA ≥ 1% Proceed 9M FOB/TBBx ? Study Results >75% of patients with low - risk Prospera results avoided the 9M biopsy Not for reproduction or further distribution. No significant differences Study Protocol Demonstrating the efficacy and safety of Prospera - guided surveillance in lieu of 9 - month protocol biopsy 1. Goyal K, Ross DJ, Small B, et al. Surveillance Donor - derived Cell - free DNA Allows for the Safe Reduction in Protocol Transbronch ial Biopsies after Lung Transplantation. Transpl . Dir. 2026, 2(2):e1901. observed in acute rejection rates, spirometry indices, or donor - specific antibodies vs. patients who had the 9M biopsy

12 ASCO GU data highlight critical role of Signatera across bladder cancer continuum 11 abstracts, including 4 oral presentations, addressing critical questions in bladder cancer care Can ctDNA help inform bladder - sparing approaches? Who really benefits from adjuvant immunotherapy? Can ctDNA and urinary tumor DNA (utDNA) provide complementary insight into residual disease risk? RETAIN & INDIBLADE IMvigor011 NIAGARA Not for reproduction or further distribution.

13 Positive readout of interventional SINERGY trial in R/M HNSCC Phase II trial utilized Signatera ctDNA dynamics to guide escalation or de - escalation of chemotherapy 74% of patients safely de - escalated chemotherapy with median of 2 chemotherapy cycles, substantial reduction from current standard of care (6 cycles). 63% objective response rate compares favorably to the 19 - 36% ORR from KEYNOTE - 048, the registrational trial for immunotherapy +/ - chemotherapy in R/M HNSCC . 48% severe toxicity grade ≥3 substantially lower than the 55 - 85% reported in KEYNOTE - 048. Oral plenary at 2026 Multidisciplinary Head and Neck Cancers Symposium (MHNCS) Study Results Strong evidence that Signatera - guided treatment personalization can mitigate unnecessary toxicities while improving outcomes compared to existing standards of care. Not for reproduction or further distribution.

14 Latitude clinical validation in CRC supports MolDx submission In addition to Latitude, Natera has numerous other Signatera histologies under review by MolDx . Study Details and Results • Longitudinal sensitivity of 84.4% (median lead time of 4.6 months ahead of imaging). • 97.2% sample - level specificity and 92.1% patient - level specificity . • MRD - positivity associated with worse outcomes in MRD and surveillance settings. • Clear predictive value for ACT. Published in npj Precision Oncology on Jan. 19, 2026 Not for reproduction or further distribution.

Phased variant enables detection below 1 part per 10 million Unlocking the next level of ultra - sensitivity Complementary to Natera’s MRD platform Substantial early adoption among pharma companies Single nucleotide variant (SNV) Phased variants (2 SNVs) Not for reproduction or further distribution.

FY25 Q4 financial overview 1. Cash and investments also include cash equivalents and restricted cash. ($ in millions, except for per share data) Change Y/Y Dec 31, 2024 Dec 31, 2025 Balance sheet $107.8 $968.3 $1,076.1 Cash & investments 1 $(0.1) $80.4 $80.3 UBS line of credit Change Y/Y FY24 Q4 FY25 Q4 $188.3 $472.9 $661.2 Product revenues $1.1 $3.2 $4.3 Licensing and other revenues $189.4 $476.1 $665.5 Total revenues 4.0% 62.9% 66.9% Gross margin % $45.7 $129.5 $175.2 R&D $56.4 $234.9 $291.3 SG&A $41.8 ($55.1) ($13.3) Loss before income taxes 16 Not for reproduction or further distribution.

Key drivers $ (millions) Guide Continued volume growth across all business units, conservative women’s health ASPs, strong oncology contribution. $ 2,600 - $2,680 Revenue Conservative ASP assumptions, genome uptake. Excludes true up contributions. 63 % - 65 % Gross margin % revenue Expanded investments in sales channels to capitalize on leadership position. $ 1,125 - $ 1,225 SG&A Significant push on new product launches, clinical trials intended to drive further guideline adoption. $ 750 - $850 R&D Reinvesting cash flows into high ROIC R&D and commercial initiatives. Cash Flow Positive Cash flow 2026 annual guidance 17 Not for reproduction or further distribution.

$1,500 $1,700 $1,900 $2,100 $2,300 $2,500 $2,700 2025 Revenue Less: True ups 2025 Pro Forma 2026 Guide midpoint 18 2026 guidance midpoint implies ~25% pro forma growth vs ‘25 • Expanded commercial channels in place. • Drumbeat of high impact clinical trial data. • Expanding market adoption. • Targeting reimbursement wins to drive ASPs higher. Annual revenues $(millions) ~25% 2026 Revenue drivers: Not for reproduction or further distribution. $2,306 $194 $2,112 $2,640

– $500 $1,000 $1,500 $2,000 $2,500 SG&A R&D 19 2026 opex: SG&A ~flat, investment focused on high - ROIC R&D $1,875 - $2,075 R&D + ~$175M SG&A ~Stable Total Opex • Commercial channel expansion in 2025, positioned for scale in 2026. • Major drivers of R&D growth: FIND trial for ECD, tech development and clinical trial investments focused on MRD . FY25 FY26 Not for reproduction or further distribution. ~$1,800

Anticipated 2026 Milestones Expanded MolDX coverage Integration of Foresight Diagnostics Signatera with phased and structural variants Signatera in Japan Latitude for additional cancer types Fetal Focus launch Enrollment completion for the FIND study Collaborations in AI and sequencing Continued growth in ASPs and volume Not for reproduction or further distribution.

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