Eric Rubin joins Natera (NASDAQ: NTRA) board as independent director

Rhea-AI Filing Summary

Natera, Inc. expanded its Board of Directors from ten to eleven members and appointed Eric Rubin as a Class I director, effective March 26, 2026. His initial term runs until the 2028 annual meeting of stockholders, and the Board has deemed him an independent director under Nasdaq standards.

Dr. Rubin will serve on the Board’s Nominating, Corporate Governance and Compliance Committee and receive cash and equity pay consistent with other non-employee directors under Natera’s Amended Compensation Program for Non-Employee Directors. His initial equity award will vest in three equal installments on March 26, 2027, 2028 and 2029.

The company also entered into an Indemnification Agreement with Dr. Rubin, providing indemnification and advancement of expenses to the fullest extent permitted by law for claims related to his service. There are no family relationships or related-party transactions requiring disclosure in connection with his appointment.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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.

Key Figures

Board size: 11 directors Director class: Class I director Initial term end: 2028 annual meeting +4 more

7 metrics

Board size 11 directors Increased from ten members effective March 26, 2026

Director class Class I director Eric Rubin’s Board classification at Natera

Initial term end 2028 annual meeting Expiration of Eric Rubin’s initial director term

Equity vesting first tranche One-third of award Vests on March 26, 2027

Equity vesting second tranche One-third of award Vests on March 26, 2028

Equity vesting final tranche One-third of award Vests on March 26, 2029

Effective appointment date March 26, 2026 Date Eric Rubin joined Natera’s Board

Key Terms

independent director, Nominating, Corporate Governance and Compliance Committee, Amended Compensation Program for Non-Employee Directors, Indemnification Agreement, +1 more

5 terms

independent director financial

"The Board determined that Dr. Rubin qualifies as an independent director pursuant to the Securities Act of 1933"

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.

Nominating, Corporate Governance and Compliance Committee financial

"The Board has appointed Dr. Rubin to the Nominating, Corporate Governance and Compliance Committee of the Board"

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"

Indemnification Agreement financial

"The Company also entered into an Indemnification Agreement with Dr. Rubin, 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.

equity incentive plan financial

"Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Understanding 8-K Material Events →

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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): March 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 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”), based on the recommendation of the Board’s Nominating, Corporate Governance and Compliance Committee, (i) increased the size of the full Board from ten to eleven members and (ii) appointed Eric Rubin as a member of the Board, in each case effective as of March 26, 2026.

Dr. Rubin 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. Rubin and any other persons pursuant to which Dr. Rubin was elected as a director.

The Board determined that Dr. Rubin 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. Rubin to the Nominating, Corporate Governance and Compliance Committee of the Board.

In connection with his appointment to the Board, Dr. Rubin 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. Rubin will vest as to one-third of the shares covered by such award on each of March 26, 2027, 2028, and 2029.

The Company also entered into an Indemnification Agreement with Dr. Rubin, providing for indemnification and advancement of litigation and other expenses to Dr. Rubin 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. Rubin and any of the Company’s directors or executive officers, and Dr. Rubin 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).
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: April 1, 2026

FAQ

What change did Natera (NTRA) make to its Board of Directors?

Natera increased its Board size from ten to eleven directors and appointed Eric Rubin as a new Class I director. His appointment is effective March 26, 2026, and his initial term will expire at the 2028 annual meeting of stockholders, adding independent oversight.

Who is Eric Rubin and what role will he have at Natera (NTRA)?

Eric Rubin was appointed as a Class I director on Natera’s Board, effective March 26, 2026. He has been designated an independent director and will serve on the Nominating, Corporate Governance and Compliance Committee, participating in governance, nomination, and compliance oversight functions for the company.

How will Natera (NTRA) compensate new director Eric Rubin?

Eric Rubin will receive cash and equity compensation aligned with Natera’s other non-employee directors under the Amended Compensation Program. His initial equity award will vest in three equal parts on March 26, 2027, March 26, 2028, and March 26, 2029, supporting long-term alignment with shareholders.

Is Eric Rubin considered an independent director at Natera (NTRA)?

Yes. Natera’s Board determined that Eric Rubin qualifies as an independent director under the Securities Act of 1933, as amended, and Nasdaq listing standards. This status is important because it supports objective Board oversight and aligns with corporate governance best practices for public companies.

What indemnification protections does Natera (NTRA) provide to Eric Rubin?

Natera entered into an Indemnification Agreement with Eric Rubin, offering indemnification and advancement of litigation and other expenses to the fullest extent permitted by law. These protections apply to claims related to his service to Natera or its subsidiaries, consistent with the company’s standard director protections.

Are there any related-party relationships between Eric Rubin and Natera (NTRA)?

The company states there are no family relationships between Eric Rubin and any Natera directors or executive officers. It also notes that he has no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K, indicating no disclosed related-party conflicts.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB