Director at Natera (NTRA) receives 97 RSUs instead of cash fees

Rhea-AI Filing Summary

Natera director Rowan E. Chapman received equity compensation for board service. On 01/30/2026, Chapman was awarded 97 restricted stock units (RSUs) in lieu of a quarterly cash retainer of $23,125 for serving on Natera’s Board of Directors. The RSUs were fully vested at issuance, and each RSU represents one share of Natera common stock. Following this grant, Chapman directly beneficially owned 5,874 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).

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 Rowan E

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		A		97(1)	A	(2)	5,874	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. Represents the issuance of RSUs to the Reporting Person in lieu of quarterly retainer fees of $23,125 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance.

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

	/s/ Tami Chen, Attorney-in-Fact	02/03/2026
	** 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) report in this Form 4?

Natera reported that director Rowan E. Chapman received 97 restricted stock units on 01/30/2026 as compensation for Board service. These units were issued instead of a cash retainer, were fully vested at grant, and each represents one share of Natera common stock.

How many Natera (NTRA) shares does Rowan E. Chapman own after this transaction?

After the reported transaction, Rowan E. Chapman beneficially owned 5,874 shares of Natera common stock directly. This figure reflects the addition of 97 restricted stock units granted as board compensation, each corresponding to one share of common stock upon settlement.

What was the value of the RSUs granted to the Natera (NTRA) director?

The grant represents RSUs issued in lieu of a quarterly cash retainer of $23,125 for Board service. Instead of paying cash, Natera compensated director Rowan E. Chapman with 97 fully vested restricted stock units tied to its common stock.

Were the Natera (NTRA) RSUs granted to Rowan E. Chapman subject to vesting?

The RSUs granted to Rowan E. Chapman were fully vested at the time of issuance. This means the director’s right to receive one share of Natera common stock for each of the 97 restricted stock units was not subject to any additional vesting conditions.

What does each RSU granted by Natera (NTRA) to its director represent?

Each restricted stock unit granted to director Rowan E. Chapman represents a contingent right to receive one share of Natera’s common stock. The Form 4 notes that the 97 RSUs granted in this transaction were fully vested when issued in lieu of a cash board retainer.