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Natera (NTRA) CFO logs 5,063-share pre-planned sale tied to RSU taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Natera, Inc.'s Chief Financial Officer, Michael Burkes Brophy, reported selling a total of 5,063 shares of Common Stock in open-market transactions on April 27 and April 29, 2026, at prices around the low-$200 to high-$190 range per share.

According to the footnotes, these sales were carried out to cover tax withholding and remittance obligations tied to the vesting of Restricted Stock Units granted in 2023 and 2024, and were executed under a pre-arranged Rule 10b5-1 trading plan. After the transactions, he directly holds 58,291 shares, indicating he retains a substantial equity stake.

Positive

  • None.

Negative

  • None.

Insights

CFO’s pre-planned, tax-driven sales look routine and modest in scale.

The filing shows Natera’s CFO, Michael Burkes Brophy, selling 5,063 shares of common stock across two days at prices near $190–$204 per share. The transactions are classified as open-market sales but are linked to RSU vesting tax obligations.

Footnotes state the trades were executed to satisfy tax withholding tied to Restricted Stock Units granted in 2023 and 2024, under a Rule 10b5-1 trading plan adopted and later amended in 2025. This suggests the timing was pre-scheduled rather than opportunistic.

After these sales, the CFO still directly owns 58,291 shares, so the disposals represent only a portion of his visible holdings. Given the tax-driven purpose and pre-planned structure, a sophisticated investor would typically view this as a routine administrative transaction rather than a shift in insider sentiment.

Insider Brophy Michael Burkes
Role CHIEF FINANCIAL OFFICER
Sold 5,063 shs ($1.00M)
Type Security Shares Price Value
Sale Common Stock 300 $190.115 $57K
Sale Common Stock 500 $192.1286 $96K
Sale Common Stock 1,000 $193.779 $194K
Sale Common Stock 1,070 $194.822 $208K
Sale Common Stock 200 $197.26 $39K
Sale Common Stock 771 $203.75 $157K
Sale Common Stock 1,222 $204.39 $250K
Holdings After Transaction: Common Stock — 61,061 shares (Direct, null)
Footnotes (1)
  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 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 January 26, 2024. 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 Agreements granted on January 27, 2023. 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 amended on September 5, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.08 to $190.19 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.83 to $192.51 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.26 to $194.12 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.45 to $195.11 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Total shares sold 5,063 shares Aggregate open-market sales on April 27 and 29, 2026
Highest reported sale price $204.39 per share Open-market sale on April 27, 2026
Representative sale price $197.26 per share Open-market sale of 200 shares on April 29, 2026
Lowest price range noted $190.08 per share Lower bound of weighted average price range in footnote
Post-transaction holdings 58,291 shares Directly owned common stock after reported sales
Sell transactions count 7 transactions Non-derivative open-market sales reported in Form 4
Restricted Stock Units ("RSUs") financial
"tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Rule 10b5-1 trading plan regulatory
"sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding and remittance obligations financial
"effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 TEXAS 78753
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Natera, Inc. [ NTRA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CHIEF FINANCIAL OFFICER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/27/2026S771(1)D$203.7562,583D
Common Stock04/27/2026S1,222(2)D$204.3961,361D
Common Stock04/29/2026S300(3)D$190.115(4)61,061D
Common Stock04/29/2026S500(3)D$192.1286(5)60,561D
Common Stock04/29/2026S1,000(3)D$193.779(6)59,561D
Common Stock04/29/2026S1,070(3)D$194.822(7)58,491D
Common Stock04/29/2026S200(3)D$197.2658,291D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Restricted Stock Units ("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 January 26, 2024.
2. 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 Agreements granted on January 27, 2023.
3. 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 amended on September 5, 2025.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.08 to $190.19 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.83 to $192.51 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.26 to $194.12 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.45 to $195.11 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
/s/ Tami Chen, Attorney-in-Fact04/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Natera (NTRA) report for its CFO?

Natera’s CFO, Michael Burkes Brophy, reported selling 5,063 shares of common stock. The sales occurred on April 27 and April 29, 2026 at prices around $190–$204 per share, according to the Form 4 disclosure and related footnotes.

Why did Natera’s CFO sell shares in this Form 4 filing?

The filing states the CFO’s share sales were made to satisfy tax withholding and remittance obligations from RSU vesting. Footnotes explain these transactions were tied to Restricted Stock Units granted in 2023 and 2024, rather than being purely discretionary portfolio trades.

Were Natera CFO’s stock sales under a Rule 10b5-1 trading plan?

Yes. The footnotes specify the sales were effected under a Rule 10b5-1 trading plan. That plan was adopted on June 9, 2025 and amended on September 5, 2025, indicating the transactions were pre-arranged rather than timed spontaneously by the executive.

How many Natera shares does the CFO hold after these transactions?

After the reported sales, the CFO directly holds 58,291 shares of Natera common stock. This post-transaction balance, disclosed in the Form 4 tables, shows he maintains a significant ongoing equity position in the company following the tax-driven disposals.

What prices did Natera’s CFO receive for the sold shares?

Reported weighted average sale prices range from about $190.12 to $204.39 per share. Footnotes clarify each reported figure is a weighted average across multiple trades within a narrow intraday range, and detailed price breakdowns are available upon written request to the holder.

Does this Natera Form 4 indicate any option exercises or derivative trades?

No derivative transactions are listed in the provided data. The derivative summary shows zero derivative transaction count and zero exercise shares, indicating this Form 4 only covers sales of existing common stock, not option exercises or other derivative conversions.