[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

SEC Form 4 filing for Natera (NTRA) reports that director Gail Marcus Boxer executed two open-market sales on 01-Aug-2025 under a Rule 10b5-1 trading plan adopted 11-Dec-2024. She sold 1,313 shares at a weighted-average $132.7329 and 1,183 shares at $133.6571, totalling 2,496 common shares. After the transactions, Boxer's direct ownership fell to 5,763 shares, down from 8,259, a reduction of roughly 30%. No derivative security activity was disclosed, and Boxer’s role as director is unchanged. Because the sales were pre-scheduled, they may reflect personal liquidity rather than a view on company prospects, yet insider selling—particularly near recent share-price highs—can still be viewed cautiously by investors.

Positive

• Sale executed under a Rule 10b5-1 plan, reducing potential concerns about timing or material-nonpublic information.
• Director retains 5,763 shares, preserving alignment with shareholders.

Negative

• Director reduced her stake by ~30%, which can be perceived as a bearish sentiment signal.
• No offsetting insider purchases were disclosed, leaving net insider activity negative.

Insights

Equity Research Analyst

TL;DR: Director sold 2,496 NTRA shares, ownership now 5,763; mildly negative signal despite 10b5-1 plan.

The filing shows a meaningful reduction (≈30%) in the director’s stake at prices around $133. While the 10b5-1 plan lowers the risk of informational timing, sizable insider disposals often precede periods of price consolidation as investors question management’s valuation view. No purchases offset the sale, and no derivative positions were exercised, suggesting a straightforward monetisation. Near-term sentiment bias tilts negative, but the limited share count (≈0.01% of outstanding) keeps the fundamental impact small.

Corporate Governance Specialist

TL;DR: Pre-planned sale under Rule 10b5-1 appears routine; governance risk low.

The adoption of a 10b5-1 plan in Dec-2024 provides an affirmative defence against allegations of opportunistic trading, aligning with best-practice governance. The director still retains 5,763 shares, maintaining economic alignment. No pattern of serial selling is evident in this single filing, and no options or complex derivatives cloud transparency. From a governance perspective, the event is largely procedural and not materially impactful to shareholder rights.

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^*

Marcus Gail Boxer

(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)
08/01/2025

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	08/01/2025		S		1,313(1)	D	$132.7329(2)	6,946	D
Common Stock	08/01/2025		S		1,183(1)	D	$133.6571(3)	5,763	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 pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.23 to $133.0664 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.2647 to $134.20 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/ Vincent Fontanilla, Attorney-in-Fact	08/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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