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Natera (NASDAQ: NTRA) CEO stock sales cover RSU taxes, 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Natera, Inc. director, CEO and President Steven Leonard Chapman reported selling 3,076 shares of Common Stock on August 3, 2026. One sale of 1,182 shares at $267.9893 was to satisfy tax withholding and remittance obligations on vesting RSUs under a written instruction intended to meet Rule 10b5-1(c) affirmative defense conditions. Additional tranches, ranging from 70 to 612 shares, were sold under a pre-arranged Rule 10b5-1 trading plan adopted December 11, 2023 and later amended, at per-share or weighted-average prices in ranges such as $263.29–$264.24, $266.58–$267.54 and $267.8350–$268.7700.

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Insider Chapman Steven Leonard
Role CEO AND PRESIDENT
Sold 3,076 shs ($819K)
Type Security Shares Price Value
Sale Common Stock F1 1,182 $267.9893 $317K
Sale Common Stock F2 160 $259.98 $42K
Sale Common Stock F2 70 $261.025 $18K
Sale Common Stock F2, F3 676 $263.8622 $178K
Sale Common Stock F2 80 $265.27 $21K
Sale Common Stock F2, F4 296 $267.0838 $79K
Sale Common Stock F2, F5 612 $268.2187 $164K
Holdings After Transaction: Common Stock — 99,897 shares (Direct)
Footnotes (5)
  1. F1. 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 31, 2025.
  2. F2. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2023, as amended on December 2, 2024, and as further amended on March 5, 2026.
  3. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.29 to $264.24 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  4. F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.58 to $267.54 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  5. F5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267.8350 to $268.7700 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Total shares sold 3076 shares Common Stock sales reported for August 3, 2026 by CEO Steven Leonard Chapman
RSU tax withholding sale 1182 shares at $267.9893 per share Shares sold to satisfy tax withholding and remittance obligations on RSU vesting
10b5-1 trading plan adoption date December 11, 2023 Date the Rule 10b5-1 trading plan referenced in the sales footnote was adopted
Weighted-average price range F3 $263.29 to $264.24 per share Price range for transactions where the reported price is a weighted average (footnote F3)
Weighted-average price range F5 $267.8350 to $268.7700 per share Price range for transactions where the reported price is a weighted average (footnote F5)
Rule 10b5-1 trading plan regulatory
"The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
RSUs financial
"tax withholding and remittance obligations in connection with the vesting of RSUs and was made pursuant to a written instruction"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
affirmative defense conditions regulatory
"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act"

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FAQ

What insider stock sales did Natera (NTRA) disclose for August 3, 2026?
Natera disclosed that CEO and President Steven Leonard Chapman sold 3,076 shares of Common Stock on August 3, 2026 in several tranches, including a sale to cover RSU-related tax withholding and additional sales under a Rule 10b5-1 trading plan.

How many Natera (NTRA) shares were sold to cover RSU tax obligations?
Steven Leonard Chapman sold 1,182 shares of Natera Common Stock at $267.9893 per share to satisfy tax withholding and remittance obligations arising from the vesting of restricted stock units (RSUs), according to the Form 4 footnote describing that transaction.

Were the Natera (NTRA) insider sales made under a Rule 10b5-1 plan?
Yes. The filing’s Rule 10b5-1 checkbox is marked, and multiple sales are footnoted as effected under a Rule 10b5-1 trading plan adopted on December 11, 2023 and amended on December 2, 2024 and March 5, 2026.

What price ranges were reported for the Natera (NTRA) insider share sales?
Reported per-share or weighted-average sale prices include $259.9800, $261.0250 and $268.2187, plus weighted-average ranges of $263.29–$264.24, $266.58–$267.54 and $267.8350–$268.7700, reflecting multiple trades within those price intervals.

Does the Natera (NTRA) Form 4 show remaining holdings for the CEO after these sales?
The reported transactions show 3,076 shares sold, but the post-transaction share balance field is not completed in this Form 4, and no additional holding entries are provided in the non-derivative or derivative summaries of this filing.
SEC Form 4
FORM 4UNITED 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*
Chapman Steven Leonard
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO AND PRESIDENT
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/03/2026S1,182(1)D$267.9893101,791D
Common Stock08/03/2026S160(2)D$259.98101,631D
Common Stock08/03/2026S70(2)D$261.025101,561D
Common Stock08/03/2026S676(2)D$263.8622(3)100,885D
Common Stock08/03/2026S80(2)D$265.27100,805D
Common Stock08/03/2026S296(2)D$267.0838(4)100,509D
Common Stock08/03/2026S612(2)D$268.2187(5)99,897D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 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 31, 2025.
2. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2023, as amended on December 2, 2024, and as further amended on March 5, 2026.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.29 to $264.24 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.58 to $267.54 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267.8350 to $268.7700 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
/s/ Tami Chen, Attorney-in-Fact08/05/2026
** Signature of Reporting PersonDate
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