Natera (NTRA) CFO gets 59,596 shares from RSU vesting award

Rhea-AI Filing Summary

Natera, Inc.’s chief financial officer, Brophy Michael Burkes, reported the vesting of performance-based equity. On January 14, 2026, 59,596 shares of Natera common stock were acquired at a price of $0 per share upon the certification of a performance milestone under a restricted stock unit (RSU) award originally granted on January 27, 2023. The RSUs vest in tranches based on a mix of time-based service and business performance criteria. Following this vesting event, Burkes directly beneficially owns 123,722 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

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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)
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		59,596(1)	A	$0	123,722	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 59,596 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.
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 transaction did Natera (NTRA) disclose in this Form 4?

The filing shows that chief financial officer Brophy Michael Burkes acquired 59,596 shares of Natera common stock on January 14, 2026 through the vesting of performance-based RSUs at $0 per share.

How many Natera shares does the CFO own after this RSU vesting?

After the reported transaction, the CFO beneficially owns 123,722 shares of Natera common stock, held in direct ownership according to the filing.

What triggered the 59,596-share RSU vesting for Natera’s CFO?

The RSU vesting was triggered when a performance threshold for one milestone under a performance-based RSU award granted on January 27, 2023 was certified on January 14, 2026.

Was cash paid for the Natera shares acquired by the CFO in this transaction?

No cash was paid for these shares. The 59,596 shares of common stock were acquired at a reported price of $0 per share as a result of RSU vesting.

What type of equity award did Natera use for this CFO grant?

The award is a performance-based Restricted Stock Unit (RSU) grant that vests in tranches based on the passage of time and specified business performance criteria.

Is this Natera Form 4 transaction categorized as direct or indirect ownership?

The filing classifies the CFO’s holdings after the transaction as direct (D) beneficial ownership of Natera common stock.