What role does Rule 10b5-1(c) play in Sheena Jonathan’s Natera (NTRA) share sales?

The filing explains that the sales were made under written instructions intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) . This indicates the trades were prearranged in connection with RSU vesting, providing a structured framework for executing the tax-related sales.

[Form 4] Natera, Inc. Insider Trading Activity

Q: What insider transaction did Natera (NTRA) report for Sheena Jonathan?

Natera reported that director and co-founder Sheena Jonathan sold small amounts of common stock in late January 2026. She sold 291 shares on January 27 at $240.5313 and 191 shares on January 28 at $237.6624 , according to the Form 4 filing.

Q: Why did Sheena Jonathan sell Natera (NTRA) shares in January 2026?

The filing states the share sales were executed to satisfy tax withholding and remittance obligations tied to vesting restricted stock units. They were carried out under written instructions intended to meet the Rule 10b5-1(c) affirmative defense conditions referenced in her stock unit agreements.

Q: How many Natera (NTRA) shares does Sheena Jonathan own after these transactions?

After the reported sales, Sheena Jonathan directly owned 263,596 shares of Natera common stock. She also indirectly held 21,782 shares through the Caraluna 1 Trust and 21,782 shares through the Caraluna 2 Trust , as disclosed in the Form 4.

Q: What were the sale prices of Natera (NTRA) shares sold by Sheena Jonathan?

The Form 4 shows that on January 27, 2026 , 291 shares were sold at an average price of $240.5313 per share. On January 28, 2026 , 191 shares were sold at an average price of $237.6624 per share to meet tax obligations.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Natera, Inc. director and co-founder Sheena Jonathan reported small stock sales mainly to cover taxes on vesting RSUs. On January 27, 2026, she sold 291 shares of common stock at $240.5313 per share. On January 28, 2026, she sold an additional 191 shares at $237.6624 per share. After these transactions, she directly owned 263,596 shares of Natera common stock and indirectly held 21,782 shares in each of the Caraluna 1 Trust and Caraluna 2 Trust. The filing explains that both sales were executed to satisfy tax withholding and remittance obligations related to RSU vesting and were made under written instructions intended to meet Rule 10b5-1(c) affirmative defense conditions.

Insider Trade Summary

Net Seller: 482 shares ($115,388)

Net Sell 4 txns

Insider Sheena Jonathan

Role Director

Sold 482 shs ($115K)

Type	Security	Shares	Price	Value
Sale	Common Stock	191	$237.6624	$45K
Sale	Common Stock	291	$240.5313	$70K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 263,596 shares (Direct); Common Stock — 21,782 shares (Indirect, By Caraluna 1 Trust)

Footnotes (1)

The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and 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 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.

Form 4 Insider Transactions: What Each Field Means →

01/29/2026 - 08:35 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^*

Sheena Jonathan

(Last)

(First)

(Middle)

C/O NATERA, INC.

13011 MCCALLEN PASS BUILDING A SUITE 100

(Street)

AUSTIN

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)
01/27/2026

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)
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	01/27/2026		S		291⁽¹⁾	D	$240.5313	263,787	D
Common Stock	01/28/2026		S		191⁽²⁾	D	$237.6624	263,596	D
Common Stock								21,782	I	By Caraluna 1 Trust
Common Stock								21,782	I	By Caraluna 2 Trust

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 RSUs and 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 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	01/29/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Natera (NTRA) report for Sheena Jonathan?

Natera reported that director and co-founder Sheena Jonathan sold small amounts of common stock in late January 2026. She sold 291 shares on January 27 at $240.5313 and 191 shares on January 28 at $237.6624, according to the Form 4 filing.

Why did Sheena Jonathan sell Natera (NTRA) shares in January 2026?

The filing states the share sales were executed to satisfy tax withholding and remittance obligations tied to vesting restricted stock units. They were carried out under written instructions intended to meet the Rule 10b5-1(c) affirmative defense conditions referenced in her stock unit agreements.

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

After the reported sales, Sheena Jonathan directly owned 263,596 shares of Natera common stock. She also indirectly held 21,782 shares through the Caraluna 1 Trust and 21,782 shares through the Caraluna 2 Trust, as disclosed in the Form 4.

What were the sale prices of Natera (NTRA) shares sold by Sheena Jonathan?

The Form 4 shows that on January 27, 2026, 291 shares were sold at an average price of $240.5313 per share. On January 28, 2026, 191 shares were sold at an average price of $237.6624 per share to meet tax obligations.