Natera (NTRA) CFO sells shares and sees RSUs vest under 10b5-1 plan

Rhea-AI Filing Summary

Natera, Inc. CFO Michael Burkes Brophy reported multiple stock transactions tied to RSU vesting and a preset trading plan. On January 20, 2026, he sold 23,948 shares of common stock at an average price of $234.7384 per share and had 1,522 Restricted Stock Units convert into the same number of common shares at an exercise price of $0. On January 21, 2026, he sold 602 shares at $235 per share and 36,573 shares at an average price of $242.6685 per share. The filing states that certain sales were made to cover tax withholding obligations upon RSU vesting and that the reported sales were executed under a Rule 10b5-1 trading plan. Following these transactions, he directly owned 64,123 shares of Natera common stock.

Insights

Equity compensation and insider-trading analyst

Natera CFO’s reported stock sales are largely tied to RSU vesting and a prearranged 10b5-1 plan, suggesting routine activity.

The transactions show Restricted Stock Units (RSUs) converting into 1,522 common shares at an exercise price of $0, alongside multiple sales at prices between $234.7384 and $242.6685 per share. Footnotes explain that some sales were executed to satisfy tax withholding obligations triggered by RSU vesting, which is a common feature of equity compensation programs.

The filing also notes that the sales were effected under a Rule 10b5-1 trading plan adopted and later modified in 2025. Such plans allow insiders to schedule trades in advance, helping separate personal trading from day-to-day corporate developments. After all reported trades, the CFO still directly holds 64,123 Natera shares, indicating continued equity exposure.

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^*

Brophy Michael Burkes

(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)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		S		23,948(1)	D	$234.7384	99,776	D
Common Stock	01/20/2026		M		1,522	A	(2)	101,298	D
Common Stock	01/21/2026		S		602(3)	D	$235	100,696	D
Common Stock	01/21/2026		S		36,573(4)	D	$242.6685	64,123	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
Restricted Stock Unit	(2)	01/20/2026		M			1,522	(5)	(5)	Common Stock	1,522	$0	0	D

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 Restricted Stock Units (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.

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 January 28, 2022.

4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2025, as modified on September 10, 2025.

5. The RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.

	/s/ Tami Chen, Attorney-in-Fact	01/22/2026
	** 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 transactions did Natera (NTRA) report for its CFO on January 20–21, 2026?

The filing shows Natera CFO Michael Burkes Brophy had 1,522 RSUs convert into common stock at an exercise price of $0 on January 20, 2026, and sold 23,948 shares that day at an average of $234.7384 per share. On January 21, 2026, he sold 602 shares at $235 per share and 36,573 shares at an average of $242.6685 per share.

How many Natera (NTRA) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Natera’s CFO directly beneficially owned 64,123 shares of the company’s common stock.

Were the Natera (NTRA) CFO’s stock sales part of a Rule 10b5-1 trading plan?

Yes. A footnote states that the sales reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on June 9, 2025 and modified on September 10, 2025.

Why did the Natera (NTRA) CFO sell some of his shares in January 2026?

Footnotes explain that certain sales were made to satisfy tax withholding and remittance obligations arising from the vesting of Restricted Stock Units, in line with written instructions under his stock unit agreements.

What do the Restricted Stock Units (RSUs) in the Natera (NTRA) Form 4 represent?

Each RSU represents a contingent right to receive one share of Natera’s common stock. The RSUs referenced vest over four years, with 25% vesting on January 20, 2023 and the remaining shares vesting in 12 equal quarterly installments thereafter.

Is the Natera (NTRA) CFO considered a 10% owner in this Form 4 filing?

No. The Form 4 identifies him as an officer (Chief Financial Officer) and indicates he is not a director or 10% owner.