[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Brophy, Chief Financial Officer of Natera, Inc. (NTRA), reported vesting and a subsequent sale of shares tied to restricted stock units. On 09/29/2025 6,250 RSUs vested from a 25,000-share grant originally issued on 01/22/2021, where each RSU converts to one share. The reporting shows an immediate beneficial ownership increase to 71,680 shares, followed by a sale on 09/30/2025 of 2,491 shares at $162.0528 per share to satisfy tax withholding, leaving 69,189 shares beneficially owned. The sale was carried out under a written instruction intended to meet Rule 10b5-1(c) conditions. The Form 4 was signed by an attorney-in-fact on 10/01/2025.

Positive

• RSU vesting occurred, converting 6,250 units to common shares under the 01/22/2021 grant
• Use of written 10b5-1 instruction for the tax-withholding sale supports procedural compliance
• Timely disclosure via Form 4 with attorney-in-fact signature indicates administrative completeness

Negative

• Sale of 2,491 shares reduced beneficial ownership from 71,680 to 69,189 shares
• Tax-withholding sale crystallized proceeds at $162.0528 per share, realizing taxable events for the reporting person

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting with a small tax-sale; limited market or valuation impact.

The filing documents standard compensation mechanics: 6,250 RSUs vested under a multi-tranche 25,000-share grant, producing a temporary increase in reported holdings followed by a disposition of 2,491 shares to cover tax obligations at $162.0528 per share. The net change leaves the CFO with 69,189 shares, which is incremental relative to institutional floats and does not indicate strategic asset reallocation. The transaction was processed pursuant to pre-existing 10b5-1 instructions, reducing insider-timing concerns.

Corporate Governance Expert

TL;DR: Proper disclosure and use of a 10b5-1 instruction suggest compliant insider handling of equity compensation.

The Form 4 reflects standard governance practice: RSU vesting terms tied to time and price milestones and a post-vesting tax withholding sale executed under written instructions intended to satisfy Rule 10b5-1 defenses. The timely filing and attorney-in-fact signature indicate procedural compliance. No unusual concentrations, loans, or related-party transfers are disclosed.

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

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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)
09/29/2025

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	09/29/2025		M		6,250	A	(1)	71,680	D
Common Stock	09/30/2025		S		2,491(2)	D	$162.0528	69,189	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	(1)	09/29/2025		M			6,250	(3)	(3)	Common Stock	6,250	$0	0	D

Explanation of Responses:

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

2. 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 22, 2021.

3. On January 22, 2021, the Reporting Person was granted RSUs covering 25,000 shares of Common Stock which vest in tranches upon the Reporting Person achieving certain milestones relating to a combination of the passage of time and the Reporting Person achieving certain milestones relating to the Issuer's stock price. On September 29, 2025, the criteria was satisfied for the vesting of RSUs covering 6,250 shares of Common Stock.

	/s/ Vincent Fontanilla, Attorney-in-Fact	10/01/2025
	** 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).
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FAQ

What shares did NTRA CFO Michael Brophy receive on 09/29/2025?

On 09/29/2025 6,250 restricted stock units vested; each RSU converts to one share of Natera common stock.

Why were 2,491 NTRA shares sold on 09/30/2025?

The filing states the sale of 2,491 shares was effected to satisfy tax withholding and remittance obligations related to the RSU vesting.

At what price were the NTRA shares sold to cover taxes?

The shares were sold at $162.0528 per share according to the Form 4.

How many NTRA shares does Michael Brophy beneficially own after the transactions?

After the vesting and sale, the reporting person beneficially owns 69,189 shares.

Were the transactions executed under a 10b5-1 plan?

Yes; the sale was made pursuant to a written instruction intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) as stated in the filing.