Natera (NTRA) co-founder reports RSU grant and small tax-driven share sale

Rhea-AI Filing Summary

Natera, Inc. director and co-founder Sheena Jonathan reported a small mix of stock compensation and related tax selling. On March 9, 2026, she received 258 shares of Common Stock as fully vested Restricted Stock Units granted at $0.0000 per share.

On March 10, 2026, she sold 127 shares of Common Stock at an average price of $204.1327 per share. The filing states this sale was made to satisfy tax withholding and remittance obligations tied to the RSU vesting and was executed under written instructions intended to qualify under Rule 10b5‑1. After these transactions, she directly owned 262,325 shares of Common Stock, with additional shares held in Caraluna 1 Trust and Caraluna 2 Trust for which she disclaims beneficial ownership.

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).

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)
03/09/2026

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	03/09/2026		A		258(1)	A	(2)	262,452	D
Common Stock	03/10/2026		S		127(3)	D	$204.1327	262,325	D
Common Stock								21,782	I	By Caraluna 1 Trust(4)
Common Stock								21,782	I	By Caraluna 2 Trust(4)

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. Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person. The RSUs were fully-vested at the time of issuance.

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 was 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 March 9, 2026.

4. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.

	/s/ Tami Chen, Attorney-in-Fact	03/11/2026
	** 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).
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FAQ

What insider transactions did Natera (NTRA) director Sheena Jonathan report?

Sheena Jonathan reported both an RSU grant and a related tax sale. She received 258 fully vested Restricted Stock Units on March 9, 2026, then sold 127 shares on March 10, 2026 to cover tax withholding obligations tied to that vesting.

How many Natera (NTRA) shares did Sheena Jonathan sell and at what price?

Sheena Jonathan sold 127 Natera common shares at $204.1327 each. The filing explains this sale was specifically to satisfy tax withholding and remittance obligations arising from a Restricted Stock Unit vesting event on March 9, 2026.

What stock compensation did Sheena Jonathan receive from Natera (NTRA)?

Sheena Jonathan received 258 Restricted Stock Units of Natera common stock. The RSUs were fully vested at issuance on March 9, 2026, and each RSU represents a right to receive one share of Natera’s Common Stock according to the filing.

How many Natera (NTRA) shares does Sheena Jonathan hold after these transactions?

After the reported transactions, Sheena Jonathan directly held 262,325 Natera shares. The filing also lists 21,782 shares in each of Caraluna 1 Trust and Caraluna 2 Trust, for which she disclaims beneficial ownership on behalf of the trust beneficiaries.

Was Sheena Jonathan’s Natera (NTRA) share sale under a Rule 10b5-1 plan?

The filing states the sale was made under written instructions intended to satisfy Rule 10b5-1(c). It describes the transaction as pursuant to a Stock Unit Agreement’s written instruction designed to qualify for the affirmative defense under Rule 10b5-1.

Why did Sheena Jonathan sell Natera (NTRA) shares following her RSU grant?

The filing explains the sale was to cover tax withholding obligations. Specifically, shares were sold to satisfy tax withholding and remittance requirements associated with the vesting of the Restricted Stock Units granted on March 9, 2026.