Natera (NASDAQ: NTRA) president awarded RSUs, sells shares for tax

Rhea-AI Filing Summary

Natera, Inc. reported that its president and chief business officer, John Fesko, received a grant of 1,774 fully vested restricted stock units (RSUs), each representing one share of common stock. These RSUs were issued as a stock award with no cash price per share.

On the following day, Fesko executed an open-market sale of 707 shares of common stock at $204.1327 per share. According to the footnotes, this sale was carried out to satisfy tax withholding and remittance obligations related to the RSU vesting and was made pursuant to written instructions intended to meet Rule 10b5-1(c) conditions. After these transactions, Fesko directly held 189,199 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

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)
03/09/2026

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	03/09/2026		A		1,774(1)	A	(2)	189,906	D
Common Stock	03/10/2026		S		707(3)	D	$204.1327	189,199	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 Restricted Stock Units ("RSUs") to the Reporting Person. 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.

3. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and was 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 March 9, 2026.

	/s/ Tami Chen, Attorney-in-Fact	03/11/2026
	** 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 John Fesko?

Natera reported that John Fesko received 1,774 fully vested RSUs and sold 707 shares of common stock. The sale was tied to tax withholding obligations related to the RSU vesting under pre-existing written instructions.

How many Natera (NTRA) RSUs were granted to John Fesko?

John Fesko was granted 1,774 restricted stock units (RSUs). The RSUs were fully vested at issuance, and each RSU represents a contingent right to receive one share of Natera’s common stock according to the filing’s footnotes.

Why did John Fesko sell Natera (NTRA) shares in this Form 4?

The filing states that the 707 shares were sold to satisfy tax withholding and remittance obligations related to the vesting of RSUs. The sale followed written instructions intended to meet Rule 10b5-1(c) affirmative defense conditions.

At what price were the Natera (NTRA) shares sold by John Fesko?

The 707 shares of Natera common stock were sold at a price of $204.1327 per share. This transaction is described as an open-market sale used to cover associated tax obligations from the recently vested RSUs.

How many Natera (NTRA) shares does John Fesko hold after these transactions?

Following the RSU grant and subsequent tax-related share sale, John Fesko directly held 189,199 shares of Natera common stock. This post-transaction balance is explicitly disclosed in the non-derivative transaction details.

Were John Fesko’s Natera (NTRA) share sales under a Rule 10b5-1 plan?

Yes. The footnotes explain that the sale to cover tax withholding was made pursuant to written instructions in his stock unit agreement. Those instructions are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).