[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sales by a Natera director under pre-established plans — Sheena Jonathan, a director and co-founder of Natera, reported multiple sales of NTRA common stock executed under Rule 10b5-1 trading plans. On 09/17/2025 she sold 2,814 shares at a weighted average of $175.8835 and 256 shares at $176.6094, leaving 239,182 shares directly owned. On 09/19/2025 additional sales were reported including 3,444 shares and several smaller lots sold on behalf of two trusts, with reported weighted average prices in the $178.51 to $180.69 ranges. The filings state the trust-held shares are disclaimed as beneficial ownership by the reporting person.

Positive

• Sales executed under Rule 10b5-1 plans, signaling pre-established trading instructions
• Detailed weighted-average price ranges provided for each lot, improving disclosure clarity
• Reporting includes disclaimer of beneficial ownership for trust-held shares

Negative

• Material number of shares sold across multiple dates (e.g., 2,814; 3,444; 3,602), which reduces the reporting person’s direct holdings
• Multiple transactions on close dates could attract investor attention despite being pre-planned

Insights

Financial Analyst

TL;DR: Director sold modest blocks of shares under 10b5-1 plans; appears routine and disclosed with weighted-average pricing.

The transactions consist of multiple pre-planned dispositions executed under Rule 10b5-1 plans adopted on December 11, 2024 and June 7, 2024. Reported weighted-average sale prices range roughly from $175.35 to $180.69 per share across the reported lots. The largest single reported lot in this Form 4 was 3,602 shares sold on 09/19/2025. Because the sales were executed pursuant to 10b5-1 plans and include detailed price ranges, the disclosure reduces information asymmetry for market participants.

Corporate Governance Expert

TL;DR: Proper procedural disclosure of insider sales under 10b5-1; trustee-held shares are disclaimed.

The filing identifies the reporting person as a director and co-founder and clearly notes transactions effected under two Rule 10b5-1 plans. Several dispositions were executed on behalf of Caraluna 1 Trust and Caraluna 2 Trust, and the reporting person disclaims beneficial ownership of trust-held shares. The Form 4 is signed by an attorney-in-fact, indicating procedural compliance with Form 4 execution requirements.

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^*

Sheena Jonathan

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			CO-FOUNDER

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		S		2,814(1)	D	$175.8835(2)	239,438	D
Common Stock	09/17/2025		S		256(1)	D	$176.6094(3)	239,182	D
Common Stock	09/19/2025		S		3,444(4)	D	$179.0789(5)	30,838	I	By Caraluna 1 Trust(6)
Common Stock	09/19/2025		S		1,380(4)	D	$179.884(7)	29,458	I	By Caraluna 1 Trust(6)
Common Stock	09/19/2025		S		676(4)	D	$180.6775(8)	28,782	I	By Caraluna 1 Trust(6)
Common Stock	09/19/2025		S		3,602(4)	D	$179.093(9)	30,680	I	By Caraluna 2 Trust(6)
Common Stock	09/19/2025		S		1,518(4)	D	$180.0586(10)	29,162	I	By Caraluna 2 Trust(6)
Common Stock	09/19/2025		S		380(4)	D	$180.6808(11)	28,782	I	By Caraluna 2 Trust(6)

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

Explanation of Responses:

1. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.35 to $176.25 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.58 to $176.63 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.

4. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 7, 2024.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.51 to $179.43 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. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.52 to $180.37 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.64 to $180.69 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.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.56 to $179.47 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.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.57 to $180.53 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.

11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.68 to $180.69 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.

	/s/ Vincent Fontanilla, Attorney-in-Fact	09/19/2025
	** 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.

FAQ

What insider transactions did Sheena Jonathan report on the Form 4 for NTRA?

The Form 4 shows multiple sales on 09/17/2025 and 09/19/2025 executed under Rule 10b5-1 plans, including sales of 2,814 shares and 3,444 shares among other lots.

Were these sales part of a Rule 10b5-1 trading plan?

Yes. The filing states sales on 09/17/2025 were under a 10b5-1 plan adopted December 11, 2024, and sales on 09/19/2025 were under a 10b5-1 plan adopted June 7, 2024.

What prices were reported for the shares sold by the reporting person?

Reported weighted-average prices range approximately from $175.35 to $180.69 per share across the disclosed transactions.

How many shares does Sheena Jonathan directly own after the reported transactions?

The filing reports 239,182 shares directly owned following the 09/17/2025 transactions and also lists indirect holdings associated with trusts.

Did the reporting person claim beneficial ownership of trust-held shares?

No. The filing states the shares held for the benefit of beneficiaries of Caraluna 1 Trust and Caraluna 2 Trust are disclaimed as beneficial ownership by the reporting person.