Why were John Fesko’s Natera (NTRA) share sales executed?

The sales were effected to satisfy tax withholding and remittance obligations triggered by the vesting of Restricted Stock Units. This means the transactions were primarily mechanical, covering tax liabilities associated with equity compensation awards rather than discretionary portfolio trades.

Were John Fesko’s Natera (NTRA) share sales under a Rule 10b5-1 plan?

The filing states the written instructions for these sales are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). That indicates the trades were pre-arranged under a documented plan, reducing the significance of their timing as a discretionary market signal.

Natera (NTRA) president sells 1,688 shares for RSU tax obligations

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Natera, Inc. President and Chief Business Officer John Fesko sold a total of 1,688 shares of common stock on April 27, 2026 in two open-market transactions at prices of about $204 per share. According to the disclosure, these sales were executed to satisfy tax withholding and remittance obligations arising from the vesting of Restricted Stock Units and were carried out under written instructions intended to meet the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Insider Trade Summary 10b5-1

Net Seller: 1,688 shares ($344,517)

Net Sell 2 txns

Insider Fesko John

Role PRESIDENT, CHIEF BUS. OFFICER

Sold 1,688 shs ($345K)

Type	Security	Shares	Price	Value
Sale	Common Stock	771	$203.75	$157K
Sale	Common Stock	917	$204.39	$187K

Holdings After Transaction: Common Stock — 188,428 shares (Direct, null)

Footnotes (1)

The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units ("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 January 26, 2024. 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 January 27, 2023.

Key Figures

Shares sold: 1,688 shares First sale size: 917 shares First sale price: $204.39/share +2 more

5 metrics

Shares sold 1,688 shares Total Natera common shares sold on April 27, 2026

First sale size 917 shares Open-market sale of common stock on April 27, 2026

First sale price $204.39/share Price for 917-share sale of common stock

Second sale size 771 shares Second open-market sale of common stock on April 27, 2026

Second sale price $203.75/share Price for 771-share sale of common stock

Key Terms

Restricted Stock Units ("RSUs"), tax withholding and remittance obligations, Rule 10b5-1(c), open-market sale

4 terms

Restricted Stock Units ("RSUs") financial

"in connection with the vesting of Restricted Stock Units ("RSUs") and was"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding and remittance obligations financial

"sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection"

Rule 10b5-1(c) regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

04/29/2026 - 09:35 PM

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).

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^*

Fesko John

(Last)

(First)

(Middle)

C/O NATERA, INC.

13011 MCCALLEN PASS BUILDING A SUITE 100

(Street)

AUSTIN

TEXAS

78753

(City)

(State)

(Zip)

UNITED STATES

(Country)

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, CHIEF BUS. OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2026		S		771⁽¹⁾	D	$203.75	188,428	D
Common Stock	04/27/2026		S		917⁽²⁾	D	$204.39	187,511	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units ("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 January 26, 2024.

2. 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 January 27, 2023.

	/s/ Tami Chen, Attorney-in-Fact	04/29/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Natera (NTRA) executive John Fesko report in this Form 4?

John Fesko reported selling 1,688 shares of Natera common stock in two open-market transactions. The sales on April 27, 2026 were tied to tax withholding obligations from vesting RSUs and executed under written instructions referencing Rule 10b5-1(c).

How many Natera (NTRA) shares did John Fesko sell and at what prices?

He sold 917 shares at $204.39 per share and 771 shares at $203.75 per share, totaling 1,688 shares. These transactions involved Natera common stock and were reported as open-market sales in the Form 4 filing.

What role does John Fesko hold at Natera (NTRA) in this Form 4?

He is identified as an officer of Natera, serving as President and Chief Business Officer. This senior leadership position makes his equity transactions reportable, even when they are primarily to cover tax obligations from vesting Restricted Stock Units.