Natera (NTRA) CFO receives 1,968 RSUs and sells 785 shares for taxes

Rhea-AI Filing Summary

Natera, Inc. chief financial officer Michael Burkes Brophy reported two stock transactions. On March 9, 2026, he received 1,968 fully vested RSUs, each representing one share of common stock, as a stock award with no cash paid per share.

On March 10, 2026, he sold 785 shares of common stock at $204.1327 per share to cover tax withholding and remittance obligations related to the RSU vesting, under written instructions intended to satisfy Rule 10b5-1(c). After these transactions, he directly held 63,354 shares of Natera common stock.

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^*

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)
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		1,968(1)	A	(2)	64,139	D
Common Stock	03/10/2026		S		785(3)	D	$204.1327	63,354	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. 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.

	/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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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 insider transactions did Natera (NTRA) report for its CFO?

Natera reported that its CFO, Michael Burkes Brophy, received 1,968 fully vested RSUs on March 9, 2026, and sold 785 shares on March 10, 2026. The sale was to cover tax obligations from the RSU vesting under a Rule 10b5-1(c) instruction.

How many Natera (NTRA) RSUs were granted to the CFO in this Form 4?

The CFO received a grant of 1,968 Restricted Stock Units, fully vested at issuance. Each RSU represents the right to receive one share of Natera common stock, increasing his direct equity stake before subsequent tax-related share sales disclosed in the same Form 4.

Why did Natera (NTRA) CFO sell 785 shares of common stock?

The 785-share sale was executed solely to satisfy tax withholding and remittance obligations arising from the vesting of RSUs. It was carried out under a written instruction intended to meet Rule 10b5-1(c) affirmative defense conditions, indicating a pre-arranged, tax-driven transaction.

At what price were Natera (NTRA) shares sold by the CFO?

The CFO sold 785 shares of Natera common stock at an average price of $204.1327 per share. This transaction was linked to RSU vesting-related tax obligations and executed under pre-established written instructions referencing Rule 10b5-1(c) under the Exchange Act.

How many Natera (NTRA) shares does the CFO hold after these transactions?

Following the RSU grant and subsequent tax-related share sale, the CFO directly holds 63,354 shares of Natera common stock. This figure reflects his position after receiving 1,968 fully vested RSUs and selling 785 shares to cover related tax obligations.

Were Natera (NTRA) CFO’s transactions under a Rule 10b5-1 plan?

The share sale was made pursuant to written instructions in the CFO’s Stock Unit Agreement intended to satisfy Rule 10b5-1(c) affirmative defense conditions. This indicates the sale was pre-arranged rather than a discretionary market-timing decision by the executive.