Natera (NTRA) CEO equity award vests 152,718 shares of common stock

Rhea-AI Filing Summary

Natera, Inc. reported an insider equity award for its CEO and President, Steven Leonard Chapman. On January 14, 2026, 152,718 shares of Natera common stock were acquired at a price of $0 per share through the vesting of a performance-based Restricted Stock Unit (RSU) award. This award was originally granted on January 27, 2023 and vests in tranches when a mix of time-based and business performance milestones are achieved.

Following this vesting event, Chapman directly beneficially owned 289,286 shares of Natera common stock. The transaction reflects equity compensation tied to meeting a certified performance threshold rather than an open-market purchase.

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

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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).

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^*

Chapman Steven Leonard

(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
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2026

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	01/14/2026		A		152,718(1)	A	$0	289,286	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

Explanation of Responses:

1. On January 27, 2023, the Reporting Person was granted a performance-based Restricted Stock Unit (RSU) award which vests in tranches upon the achievement of milestones relating to a combination of the passage of time and certain business performance criteria. On January 14, 2026, the performance threshold with respect to one milestone under the RSUs was certified, resulting in the vesting of 152,718 shares of Common Stock.

	/s/ Tami Chen, Attorney-in-Fact	01/16/2026
	** 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.
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FAQ

What insider transaction did Natera (NTRA) disclose for its CEO?

Natera disclosed that CEO and President Steven Leonard Chapman acquired 152,718 shares of common stock on January 14, 2026 through the vesting of a performance-based RSU award at $0 per share.

How many Natera (NTRA) shares does the CEO own after this Form 4 transaction?

After the reported RSU vesting, CEO Steven Leonard Chapman beneficially owned 289,286 shares of Natera common stock in direct ownership.

What triggered the RSU vesting reported in Natera (NTRA) CEO’s Form 4?

The RSUs were part of a performance-based award granted on January 27, 2023 that vests upon achieving milestones tied to time and business performance. On January 14, 2026, a performance threshold for one milestone was certified, causing 152,718 shares of common stock to vest.

Was the Natera (NTRA) CEO’s share acquisition an open-market purchase?

No. The 152,718 shares were acquired at $0 per share via vesting of a performance-based RSU award, not through an open-market purchase.

What security type is involved in this Natera (NTRA) Form 4 filing?

The transaction involved Common Stock of Natera, received upon vesting of a performance-based Restricted Stock Unit (RSU) award.

What is the role of the reporting person in Natera (NTRA)?

The reporting person, Steven Leonard Chapman, is both a Director and the CEO and President of Natera, Inc.