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  4. [Form 4] Natera, Inc. Insider Trading Activity

Natera (NASDAQ: NTRA) officer share sales cover RSU tax obligations

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Natera, Inc.’s Secretary and Chief Legal Officer Daniel Rabinowitz reported routine transactions in company stock tied to restricted stock unit (RSU) vesting. On January 20, 2026, he exercised 856 RSUs, each converting into one share of common stock, and sold 19,234 shares at $234.7384 per share to cover tax withholding and remittance obligations under a pre-set Rule 10b5-1 trading instruction. On January 21, 2026, he reported an additional tax-related sale of 438 shares at $235 per share under a similar instruction.

After these transactions, Rabinowitz directly owned 227,033 shares of Natera common stock. The RSUs referenced vest over four years, with 25% having vested on January 20, 2023 and the remaining units vesting in 12 equal quarterly installments thereafter.

Positive

  • None.

Negative

  • None.
Insider RABINOWITZ DANIEL
Role SEC. AND CHIEF LEGAL OFFICER
Sold 19,672 shs ($4.62M)
Type Security Shares Price Value
Sale Common Stock 438 $235.00 $103K
Exercise Restricted Stock Unit 856 $0.00 --
Sale Common Stock 19,234 $234.7384 $4.51M
Exercise Common Stock 856 $0.00 --
Holdings After Transaction: Common Stock — 227,033 shares (Direct); Restricted Stock Unit — 0 shares (Direct)
Footnotes (1)
  1. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (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 January 27, 2023. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 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 January 28, 2022. The RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
RABINOWITZ DANIEL
(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)
SEC. AND CHIEF LEGAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026
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 01/20/2026 S 19,234(1) D $234.7384 226,615 D
Common Stock 01/20/2026 M 856 A (2) 227,471 D
Common Stock 01/21/2026 S 438(3) D $235 227,033 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) 01/20/2026 M 856 (4) (4) Common Stock 856 $0 0 D
Explanation of Responses:
1. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (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 January 27, 2023.
2. Each 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 January 28, 2022.
4. The RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.
/s/ Tami Chen, Attorney-in-Fact 01/22/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Natera (NTRA) report for Daniel Rabinowitz?

Natera reported that Daniel Rabinowitz, its Secretary and Chief Legal Officer, exercised 856 RSUs and sold shares of common stock on January 20–21, 2026 in connection with RSU vesting.

How many Natera (NTRA) shares did Daniel Rabinowitz sell in this Form 4?

On January 20, 2026, he sold 19,234 shares of common stock at $234.7384 per share, and on January 21, 2026, he sold 438 shares at $235 per share.

Why were Natera (NTRA) shares sold in this insider transaction?

The filing states that the share sales were effected to satisfy tax withholding and remittance obligations arising from RSU vesting, under written instructions intended to meet Rule 10b5-1(c) affirmative defense conditions.

What do the RSUs in the Natera (NTRA) Form 4 represent?

Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Natera common stock, as described in the filing.

How do the Natera (NTRA) RSUs for Daniel Rabinowitz vest?

The RSUs vest over four years: 25% vested on January 20, 2023, and the remaining units vest in 12 equal quarterly installments thereafter.

How many Natera (NTRA) shares does Daniel Rabinowitz hold after these transactions?

Following the reported transactions, Daniel Rabinowitz directly owned 227,033 shares of Natera common stock.

Were the Natera (NTRA) insider sales made under a Rule 10b5-1 plan?

Yes. The filing explains that the sales were made pursuant to written instructions intended to satisfy Rule 10b5-1(c) conditions contained in his stock unit agreements.