RSU tax sales by Natera (NTRA) president John Fesko

Rhea-AI Filing Summary

Natera, Inc. executive John Fesko, its President and Chief Business Officer, reported two sales of Natera common stock on February 3, 2026. He sold 1,179 shares at $230.768 and 2,415 shares at $231.14, both reported as direct holdings.

According to the filing, each sale was made to satisfy tax withholding and remittance obligations from vesting restricted stock units and was executed under written instructions intended to meet Rule 10b5-1(c) affirmative defense conditions. After these transactions, Fesko directly beneficially owns 178,081 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

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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).

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)
02/03/2026

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	02/03/2026		S		1,179(1)	D	$230.768	180,496	D
Common Stock	02/03/2026		S		2,415(2)	D	$231.14	178,081	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. 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 31, 2025.

2. 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 30, 2026.

	/s/ Tami Chen, Attorney-in-Fact	02/04/2026
	** 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).
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FAQ

What insider activity did Natera (NTRA) report for John Fesko?

Natera reported that President and Chief Business Officer John Fesko sold 1,179 and 2,415 common shares on February 3, 2026. The filing states the sales were to cover tax withholding from RSU vesting and executed under written Rule 10b5-1 instructions.

How many Natera shares does John Fesko hold after the Form 4 transactions?

After the reported transactions, John Fesko directly beneficially owns 178,081 shares of Natera common stock. This figure comes from the Form 4 table, which shows the updated balance following his February 3, 2026 sales related to RSU tax withholding.

At what prices did John Fesko sell his Natera (NTRA) shares?

The Form 4 shows two sale prices: 1,179 shares at $230.768 per share and 2,415 shares at $231.14 per share. Both transactions occurred on February 3, 2026 and involved Natera common stock held directly by Fesko.

Why were John Fesko’s Natera share sales executed under Rule 10b5-1?

The filing explains the sales were made under written instructions intended to satisfy Rule 10b5-1(c) affirmative defense conditions. These instructions were contained in stock unit agreements linked to RSU grants dated January 31, 2025 and January 30, 2026, covering tax withholding.

Were John Fesko’s Natera share sales discretionary or for tax withholding?

According to the Form 4 footnotes, both sales were effected to satisfy tax withholding and remittance obligations arising from RSU vesting. They were executed pursuant to pre-established written instructions under Rule 10b5-1, rather than described as discretionary open-market sales.