[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider stock vesting and related sales at Natera, Inc. (NTRA). The reporting person had 1,675 restricted stock units (RSUs) vest upon certification that specific time- and performance-based milestones were met; each RSU converts into one share of common stock. Following vesting, the reporting person beneficially owned 153,425 shares before share disposals. To satisfy tax withholding obligations tied to the vesting, the filer sold 678 shares in two transactions at prices of $155.46 and $155.30, leaving 152,747 shares beneficially owned after the reported activity. The sales were made pursuant to a written instruction intended to meet the affirmative defense conditions of Rule 10b5-1.

Positive

• Vesting certified: 1,675 RSUs vested upon achievement certification, demonstrating milestone fulfillment under the equity award terms.
• Use of written instruction/10b5-1: Sales to cover taxes were made pursuant to a written instruction intended to satisfy the Rule 10b5-1 affirmative defense, indicating pre-planned, compliant dispositions.
• Clear disclosure of holdings: Filing reports beneficial ownership before and after transactions (153,425 to 152,747 shares).

Negative

• Share disposals to cover taxes: 678 shares were sold, reducing the reporting person's direct holdings from 153,425 to 152,747 shares.
• No derivative positions disclosed: While not inherently negative, the absence of disclosed hedging or derivative positions means no additional context about the insider's overall economic exposure is provided in this filing.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting certified and tax-related share sales executed under a 10b5-1 plan; no extraordinary governance issues disclosed.

The filing documents the certification of performance and/or time-based milestones that triggered the vesting of 1,675 RSUs, converting to an equivalent number of shares. The insider completed small, immediate share sales totaling 678 shares to satisfy tax withholding, executed pursuant to a written instruction intended to qualify for the Rule 10b5-1 affirmative defense. This sequence—vesting followed by withholding-driven disposition—is common in executive equity programs and indicates compliance with a pre-established plan rather than opportunistic trading. No derivative transactions, accelerated exercises, or unusual transfers are reported.

Securities Compliance Analyst

TL;DR: Disclosure shows standard RSU vesting mechanics and a Rule 10b5-1-based sell-to-cover for tax obligations.

The report explains that the RSUs were originally granted under a stock unit agreement and vested when certification criteria were met. The sale of 672 and 6 shares respectively was explicitly to satisfy tax withholding and was made under a written instruction designed to meet Rule 10b5-1(c) conditions. The form lists direct beneficial ownership before and after the transactions (153,425 to 152,747 shares), and no other classes or derivative positions are disclosed. From a compliance perspective, the filing contains the key elements expected for transparent insider reporting.

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).

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^*

Fesko John

(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)
	PRESIDENT, CHIEF BUS. OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		A		1,675(1)	A	(2)	153,425	D
Common Stock	08/14/2025		S		672(3)	D	$155.46	152,753	D
Common Stock	08/14/2025		S		6(3)	D	$155.3	152,747	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 October 22, 2021, the Reporting Person was granted Restricted Stock Units ("RSUs") covering 10,000 shares of Common Stock which vest in tranches upon the achievement of certain milestones relating to a combination of the passage of time and certain business performance criteria. On August 12, 2025, the achievement of criteria was certified for the vesting of RSUs covering 1,675 shares of Common Stock.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock..

3. 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 October 22, 2021.

	/s/ Vincent Fontanilla, Attorney-in-Fact	08/15/2025
	** 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 triggered the RSU vesting reported by the NTRA insider?

The vesting was triggered by certification that certain time- and performance-based milestones were achieved, leading to the vesting of 1,675 RSUs originally granted in the award.

How many shares were sold and at what prices in the Form 4?

678 shares were sold in two transactions: 672 shares at $155.46 and 6 shares at $155.30 to satisfy tax withholding obligations.

Did the insider retain shares after the transactions and how many?

Yes. Beneficial ownership declined from 153,425 shares before the sales to 152,747 shares after the reported transactions.

Were the sales connected to a 10b5-1 plan?

Yes. The filing states the sales were effected pursuant to a written instruction intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

What was the original grant that gave rise to these RSUs?

The RSUs were granted on October 22, 2021, as part of a restricted stock unit award covering 10,000 shares that vest upon meeting specified milestones.