NTRA Form 4: Executive RSUs Vest, 875 Shares Sold for Taxes

Rhea-AI Filing Summary

Moshkevich Solomon, President, Clinical Diagnostics at Natera, Inc. (NTRA), reported equity transactions relating to previously granted restricted stock units. On 08/12/2025, 1,675 RSUs vested after certification of milestone achievement; each RSU converts into one share. Following vesting the reporting person beneficially owned 124,734 shares. On 08/14/2025 the reporting person sold 867 shares at $155.46 and 8 shares at $155.4248 to satisfy tax withholding obligations under a written instruction intended to meet Rule 10b5-1 affirmative defense, leaving 123,859 shares beneficially owned. The Form 4 is signed by an attorney-in-fact on 08/15/2025.

Positive

• Transactions executed under a 10b5-1 instruction, indicating pre-arranged compliance with insider trading rules
• RSU vesting confirmed by certification, showing achievement of the specified milestone conditions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive vesting and tax-sale transactions consistent with pre-established equity plan and 10b5-1 procedures.

The filing documents the vesting of performance/time-based RSUs granted in 2021 and immediate disposition of a portion of shares to satisfy tax withholding. Use of a written instruction intended to satisfy Rule 10b5-1 suggests the transactions were pre-arranged to avoid trading-window issues. Beneficial ownership moved from 124,734 to 123,859 shares after the sales, indicating a modest change in holdings without additional purchases or exercises reported.

Equity Compensation Analyst

TL;DR: The report shows expected vesting mechanics and customary sell-to-cover for tax obligations on RSU settlement.

The RSUs were originally granted on October 22, 2021 for 10,000 shares and vested in tranches upon milestone certification; 1,675 shares vested on 08/12/2025. The subsequent sales of 875 shares in total were executed at roughly $155.43 per share to satisfy withholding obligations as described in the RSU agreement. No derivative transactions or additional awards are disclosed in this Form 4.

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^*

Moshkevich Solomon

(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)
	PRESIDENT, CLINICALDIAGNOSTICS

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		A		1,675(1)	A	(2)	124,734	D
Common Stock	08/14/2025		S		867(3)	D	$155.46	123,867	D
Common Stock	08/14/2025		S		8(3)	D	$155.4248	123,859	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 October 22, 2021, the Reporting Person was granted Restricted Stock Units ("RSUs") covering 10,000 shares of Common Stock which vest in tranches upon the achievement of certain milestones relating to a combination of the passage of time and certain business performance criteria. On August 12, 2025, the achievement of criteria was certified for the vesting of RSUs covering 1,675 shares of Common Stock.

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 Agreements granted on October 22, 2021.

	/s/ Vincent Fontanilla, Attorney-in-Fact	08/15/2025
	** 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 did NTRA insider Moshkevich Solomon report on Form 4?

The filing reports vesting of 1,675 RSUs on 08/12/2025 and sales of 867 and 8 shares on 08/14/2025 to cover taxes.

Why were shares sold after the RSU vesting?

The filing states the sales were made to satisfy tax withholding and remittance obligations associated with the vesting of RSUs.

Were the sales part of a pre-arranged trading plan?

Yes, the sales were made pursuant to a written instruction intended to satisfy the affirmative defense conditions of Rule 10b5-1.

How many shares does the reporting person beneficially own after these transactions?

After the reported transactions the beneficial ownership is listed as 123,859 shares.

When were the RSUs originally granted?

The RSUs were granted on October 22, 2021 covering 10,000 shares with vesting tied to time and performance milestones.