RSU tax-related stock sales by Natera (NTRA) president disclosed

Rhea-AI Filing Summary

Natera, Inc. insider John Fesko, the company’s President and Chief Business Officer, reported two sales of Natera common stock. On January 20, 2026, he sold 17,806 shares at an average price of $234.7384 per share. On January 21, 2026, he sold an additional 339 shares at $235 per share.

The filing explains that both transactions were made to cover tax withholding and remittance obligations arising from the vesting of Restricted Stock Units and were executed under written instructions intended to satisfy Rule 10b5-1(c) affirmative defense conditions. After these transactions, Fesko beneficially owns 177,252 shares of Natera common stock directly.

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)
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		17,806(1)	D	$234.7384	177,591	D
Common Stock	01/21/2026		S		339(2)	D	$235	177,252	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 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. 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.

	/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).
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FAQ

What insider transaction did Natera (NTRA) disclose in this Form 4?

The Form 4 reports that John Fesko, Natera’s President and Chief Business Officer, sold Natera common stock in two transactions on January 20, 2026 and January 21, 2026.

How many Natera (NTRA) shares did John Fesko sell and at what prices?

He sold 17,806 shares of common stock at an average price of $234.7384 per share on January 20, 2026, and 339 shares at $235 per share on January 21, 2026.

Why did Natera executive John Fesko sell shares according to the Form 4?

The footnotes state the sales were made to satisfy tax withholding and remittance obligations related to vesting Restricted Stock Units and were executed under written instructions intended to meet Rule 10b5-1(c) affirmative defense conditions.

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

Following the reported transactions, John Fesko beneficially owns 177,252 shares of Natera common stock, held directly.

What role does John Fesko hold at Natera (NTRA)?

John Fesko is an officer of Natera, serving as President, Chief Business Officer.

Were the Natera (NTRA) insider sales made directly or through an entity?

The transactions are reported as direct ownership (D), indicating the shares are held directly by John Fesko rather than through an intermediary entity.