[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

In this Form 4, Natera director and co-founder Sheena Jonathan reported sales totaling 6,070 shares of Natera common stock: 3,070 shares on 08/08/2025 and 3,000 shares on 08/11/2025. The filing lists weighted-average prices for the 08/08 sales roughly in the mid-$156 to mid-$164 range and for the 08/11 sales roughly in the low-$150 to mid-$156 range. Footnotes state the 08/08 sales were executed under a Rule 10b5-1 plan adopted December 11, 2024, and the 08/11 sales were executed under a separate Rule 10b5-1 plan adopted June 7, 2024.

Following these transactions the reporting person retained 242,252 shares reported as directly owned and reported indirect trust holdings associated with Caraluna trusts in the ~34,282–35,662 share range across the trust entries. No derivative securities were reported.

Positive

• Sales were executed under pre-established Rule 10b5-1 trading plans, reducing concerns about opportunistic timing.
• The reporting person retained 242,252 direct shares after the reported sales, indicating an ongoing ownership stake.

Negative

• The reporting person disposed of 6,070 shares across the two reported dates, reducing direct holdings.
• Some sales were executed indirectly through Caraluna 1 and Caraluna 2 trusts, which may complicate simple stake calculations for observers.

Insights

Financial Analyst

TL;DR: Insider sold 6,070 NTRA shares via pre-established 10b5-1 plans; retained direct stake remains material and the disclosures are routine.

The reported dispositions total 6,070 shares executed in multiple blocks on 08/08/2025 and 08/11/2025 at weighted-average prices shown per line. Sales on 08/08 were at higher weighted-average prices (approximately $156–$164) than many 08/11 blocks (approximately $149–$156). After the reported transactions the reporting person continued to hold 242,252 shares directly; additional indirect holdings are recorded in two Caraluna trusts. From a valuation standpoint these transactions appear to be scheduled plan sales rather than ad hoc liquidation and do not, by themselves, provide new operational information about Natera.

Corporate Governance Expert

TL;DR: Use of Rule 10b5-1 plans supports governance transparency; filings are standard insider-sale disclosures without apparent governance concerns.

The Form 4 clearly discloses that the reported sales were effected under two separate Rule 10b5-1 trading plans, which typically reduce concerns about insider timing. The filing also reports indirect holdings held for beneficiaries of Caraluna trusts and includes the reporting person’s disclaimer of beneficial ownership over those trust-held shares. Disclosure appears complete for the transactions reported; there are no derivative transactions or amendments reflected in the form.

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
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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^*

Sheena Jonathan

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			CO-FOUNDER

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		S		100(1)	D	$156.4042(2)	245,222	D
Common Stock	08/08/2025		S		301(1)	D	$158.6316(3)	244,921	D
Common Stock	08/08/2025		S		639(1)	D	$159.6754(4)	244,282	D
Common Stock	08/08/2025		S		1,030(1)	D	$162.7344(5)	243,252	D
Common Stock	08/08/2025		S		800(1)	D	$163.8838(6)	242,452	D
Common Stock	08/08/2025		S		200(1)	D	$164.5125(7)	242,252	D
Common Stock	08/11/2025		S		470(8)	D	$150.9526(9)	35,312	I	By Caraluna 1 Trust(10)
Common Stock	08/11/2025		S		200(8)	D	$152.73	35,112	I	By Caraluna 1 Trust(10)
Common Stock	08/11/2025		S		191(8)	D	$154.5986(11)	34,921	I	By Caraluna 1 Trust(10)
Common Stock	08/11/2025		S		639(8)	D	$155.7951(12)	34,282	I	By Caraluna 1 Trust(10)
Common Stock	08/11/2025		S		120(8)	D	$149.5642(13)	35,662	I	By Caraluna 2 Trust(10)
Common Stock	08/11/2025		S		300(8)	D	$151.1217(14)	35,362	I	By Caraluna 2 Trust(10)
Common Stock	08/11/2025		S		180(8)	D	$152.4(15)	35,182	I	By Caraluna 2 Trust(10)
Common Stock	08/11/2025		S		270(8)	D	$154.0433(16)	34,912	I	By Caraluna 2 Trust(10)
Common Stock	08/11/2025		S		610(8)	D	$155.7423(17)	34,302	I	By Caraluna 2 Trust(10)
Common Stock	08/11/2025		S		20(8)	D	$156.32	34,282	I	By Caraluna 2 Trust(10)

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. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.36 to $156.45 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.26 to $159.11 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 $159.28 to $160.01 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 $162.22 to $163.21 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.29 to $164.22 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.44 to $164.59 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.

8. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 7, 2024.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.49 to $151.40 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.

10. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.

11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.25 to $155.14 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.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.40 to $156.32 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.

13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.50 to $149.89 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.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.92 to $151.50 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.

15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $152.24 to $152.56 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.

16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.94 to $154.25 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.

17. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.12 to $156.08 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/ Vincent Fontanilla, Attorney-in-Fact	08/12/2025
	** 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 transactions did Sheena Jonathan report on the NTRA Form 4?

Sheena Jonathan reported sales of 6,070 Natera (NTRA) common shares: 3,070 on 08/08/2025 and 3,000 on 08/11/2025, in multiple blocks.

Were the insider sales executed under a trading plan for NTRA?

Yes. The 08/08 sales were effected under a Rule 10b5-1 plan adopted December 11, 2024, and the 08/11 sales were effected under a Rule 10b5-1 plan adopted June 7, 2024.

At what prices were the NTRA shares sold?

Reported weighted-average prices for the 08/08 blocks ranged approximately $156.36–$164.59 per share and for the 08/11 blocks approximately $149.50–$156.32 per share, per the filing footnotes.

How many NTRA shares does the reporting person own after these transactions?

Direct ownership reported at 242,252 shares after the transactions; indirect holdings associated with Caraluna trusts are reported in the ~34,282–35,662 range across trust entries.

Did the Form 4 report any derivative transactions for NTRA?

No derivatives were reported. Table II in the filing contains no derivative security entries.