Natera (NTRA) co-founder sells shares to cover RSU taxes

Rhea-AI Filing Summary

Natera, Inc. director and co-founder Sheena Jonathan reported a small sale of company stock. On February 3, 2026, she sold 435 shares of Natera common stock at $230.768 per share. The sale was made to cover tax withholding and remittance obligations tied to the vesting of restricted stock units and was executed under a written instruction intended to meet Rule 10b5-1(c) affirmative defense conditions in her January 31, 2025 stock unit agreement.

After this transaction, Jonathan directly holds 263,161 shares of Natera common stock. In addition, 21,782 shares are held by Caraluna 1 Trust and 21,782 shares are held by Caraluna 2 Trust for the benefit of trust beneficiaries, and she disclaims beneficial ownership of those trust-held shares.

Insider Trade Summary

Net Seller: 435 shares ($100,384)

Net Sell 3 txns

Insider Sheena Jonathan

Role Director

Sold 435 shs ($100K)

Type	Security	Shares	Price	Value
Sale	Common Stock	435	$230.768	$100K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 263,161 shares (Direct); Common Stock — 21,782 shares (Indirect, By Caraluna 1 Trust)

Footnotes (1)

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. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Sheena Jonathan

(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)	X	Other (specify below)
			CO-FOUNDER

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		435(1)	D	$230.768	263,161	D
Common Stock								21,782	I	By Caraluna 1 Trust(2)
Common Stock								21,782	I	By Caraluna 2 Trust(2)

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. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.

	/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).
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 transaction did Natera (NTRA) report for Sheena Jonathan?

Natera reported that director and co-founder Sheena Jonathan sold 435 shares of common stock on February 3, 2026. The shares were sold at $230.768 each to satisfy tax withholding obligations related to vesting restricted stock units under a pre-arranged instruction.

At what price were the Natera (NTRA) shares sold in this Form 4 filing?

The reported sale of Natera common stock was executed at $230.768 per share. This transaction involved 435 shares and was undertaken to cover tax withholding and remittance obligations stemming from the vesting of restricted stock units granted to Sheena Jonathan.

How many Natera (NTRA) shares does Sheena Jonathan hold after the reported sale?

Following the reported transaction, Sheena Jonathan directly holds 263,161 shares of Natera common stock. Additional shares are held by Caraluna 1 Trust and Caraluna 2 Trust for beneficiaries, and she disclaims beneficial ownership of those trust-held positions referenced in the Form 4 footnotes.

Why did Natera co-founder Sheena Jonathan sell shares according to the Form 4?

The Form 4 states the sale was made to satisfy tax withholding and remittance obligations tied to vesting RSUs. The transaction followed a written instruction intended to meet Rule 10b5-1(c) affirmative defense conditions under her January 31, 2025 stock unit agreement.

What are the Caraluna trusts mentioned in the Natera (NTRA) Form 4 filing?

The filing notes 21,782 shares held by Caraluna 1 Trust and 21,782 shares held by Caraluna 2 Trust for the benefit of trust beneficiaries. The reporting person disclaims beneficial ownership of these securities, as clarified in the Form 4 footnotes.

Was the Natera (NTRA) insider sale made under a Rule 10b5-1 trading plan?

Yes. The Form 4 explains the sale was made under a written instruction intended to satisfy Rule 10b5-1(c) affirmative defense conditions. This instruction is contained in Sheena Jonathan’s stock unit agreement granted on January 31, 2025 in connection with her RSU vesting.