NTRA Form 4: CFO Brophy Vesting and Tax Sale Reduce Holdings to 69,189
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 2,491 | $162.0528 | $404K |
| Exercise | Restricted Stock Unit | 6,250 | $0.00 | -- |
| Exercise | Common Stock | 6,250 | $0.00 | -- |
Footnotes (1)
- Each Restricted Stock Unit ("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 22, 2021. 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.
