[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Natera, Inc. (NTRA) – Form 4 filing

CFO Michael Burkes Brophy reported a routine set of transactions tied to RSU vesting and a previously adopted Rule 10b5-1 plan.

• RSU conversion: On 22 Jul 2025, 1,250 restricted stock units vested and were converted to common shares (Code M).
• Share sales: The executive sold 2,170 shares across four trades on 22-24 Jul at weighted-average prices of $139.20-$141.28 to cover tax-withholding and liquidity needs.
• Net change: Beneficial ownership fell by 1,250 shares, leaving Brophy with 70,494 common shares (<≈1.8% reduction) and 1,250 unvested RSUs.
• Plan status: All dispositions were executed under a 10b5-1 plan adopted 14 Jun 2024, limiting discretionary timing.

No other corporate events or material financial information are disclosed in this filing.

Positive

• CFO retains 70,494 shares, maintaining substantial skin in the game despite sales.
• All trades executed under a pre-planned Rule 10b5-1 arrangement, lowering insider-trading risk.

Negative

• Net reduction of 1,250 shares (≈1.8% of holding) could be seen as incremental insider selling pressure.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; modest net sale by CFO is pre-planned, impact on valuation is minimal.

The filing shows a standard equity compensation event: 1,250 RSUs vested, then 2,170 shares were sold to address tax and liquidity. Because transactions occur under a previously disclosed 10b5-1 plan, they do not indicate opportunistic insider sentiment. Post-trade holdings of 70,494 shares keep the CFO highly exposed to the stock, so alignment with shareholders remains intact. Given the small volume relative to NTRA’s average daily volume and the executive’s remaining stake, we assess this disclosure as informational rather than market-moving.

Corporate Governance Expert

TL;DR: Governance-neutral event; compliant 10b5-1 structure mitigates insider-trading concerns.

The company’s adherence to Rule 10b5-1 procedures and detailed footnote disclosure reduces legal and optics risk. Vesting schedule (25% cliff, quarterly thereafter) matches typical tech-sector patterns. Insider retains a significant position, suggesting continued commitment. We therefore classify the impact on governance perception and share-holder confidence as neutral.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brophy Michael Burkes

(Last) (First) (Middle)

C/O NATERA, INC.

13011 MCCALLEN PASS BUILDING A SUITE 100

(Street)

AUSTIN TX 78753

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Natera, Inc. [ NTRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/22/2025		S		920(1)	D	$139.5816	70,494	D
Common Stock	07/22/2025		M		1,250	A	(2)	71,744	D
Common Stock	07/23/2025		S		495(3)	D	$141.28	71,249	D
Common Stock	07/24/2025		S		458(1)	D	$139.2028(4)	70,791	D
Common Stock	07/24/2025		S		297(1)	D	$139.9499(5)	70,494	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	07/22/2025		M			1,250	(6)	(6)	Common Stock	1,250	$0	1,250	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2024.

2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

3. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and made pursuant to a written instruction that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act contained in the Reporting Person's Stock Unit Agreement granted on October 22, 2021.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.62 to $139.59 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.71 to $140.45 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The RSUs vest over four years. 25% of the RSUs vested on October 22, 2022 and the remaining shares vest in 12 equal quarterly installments thereafter.

	/s/ Vincent Fontanilla, Attorney-in-Fact	07/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many NTRA shares did the CFO sell in July 2025?

Michael Brophy sold 2,170 shares between 22-24 Jul 2025 at weighted prices of about $139-$141.

What is the CFO's current NTRA share ownership after the Form 4?

After the reported transactions, Brophy beneficially owns 70,494 common shares plus 1,250 unvested RSUs.

Were the sales conducted under a 10b5-1 plan?

Yes. Footnote 1 states the trades were made under a Rule 10b5-1 plan adopted 14 Jun 2024.

Why were NTRA shares sold despite RSU vesting?

Per footnote 3, shares were sold to satisfy tax-withholding and remittance obligations associated with RSU vesting.

What prices were the NTRA shares sold for?

Weighted-average prices ranged from $139.20 to $141.28 per share.