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Natera director Jonathan Sheena sells 291, 187 shares

The sales satisfied RSU-related tax withholding, while Caraluna 1 Trust and Caraluna 2 Trust each held 8,250 shares for beneficiaries.

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Form Type
4

Rhea-AI Filing Summary

Natera, Inc. (NTRA) director and co-founder Jonathan Sheena reported direct sales of 291 shares at $406.0000 per share on October 27, 2026, and 187 shares at $426.3404 per share on October 28, 2026. The sales satisfied tax withholding and remittance obligations connected with restricted stock unit vesting. They were made pursuant to written instructions intended to satisfy Rule 10b5-1(c) affirmative-defense conditions, in Stock Unit Agreements granted January 27, 2023, and January 26, 2024, respectively. Separately, Caraluna 1 Trust and Caraluna 2 Trust each held 8,250 shares for trust beneficiaries; Sheena disclaims beneficial ownership of those securities.

Insider Sheena Jonathan
Role Director
Sold 478 shs ($198K)
Type Security Shares Price Value
Sale Common Stock F2 187 $426.3404 $80K
Sale Common Stock F1 291 $406.00 $118K
holding Common Stock F3 -- -- --
holding Common Stock F3 -- -- --
Holdings After Transaction: Common Stock — 217,686 shares (Direct); Common Stock — 8,250 shares (Indirect, by Caraluna 1 Trust); Common Stock — 8,250 shares (Indirect, By Caraluna 2 Trust)
Footnotes (3)
  1. F1. 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. F2. 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. F3. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.
Common Stock sold 291 shares Direct sale on October 27, 2026
Sale price per share $406.0000 Sale on October 27, 2026
Common Stock sold 187 shares Direct sale on October 28, 2026
Sale price per share $426.3404 Sale on October 28, 2026
Shares held by Caraluna 1 Trust 8,250 shares Held for the benefit of trust beneficiaries as of October 27, 2026; Jonathan Sheena disclaims beneficial ownership
Shares held by Caraluna 2 Trust 8,250 shares Held for the benefit of trust beneficiaries as of October 27, 2026; Jonathan Sheena disclaims beneficial ownership
Restricted Stock Units ("RSUs") financial
"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(c) regulatory
"affirmative defense conditions of Rule 10b5-1(c)"
Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.
tax withholding and remittance obligations financial
"satisfy tax withholding and remittance obligations"
beneficial ownership regulatory
"disclaims beneficial ownership over such securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

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How many NTRA shares did director Jonathan Sheena sell, and at what prices?

Jonathan Sheena sold 291 shares at $406.0000 per share on October 27, 2026, and 187 shares at $426.3404 per share on October 28, 2026. Both sales were made pursuant to written instructions intended to satisfy Rule 10b5-1(c) affirmative-defense conditions.

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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*
Sheena Jonathan

(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)
XDirector10% Owner
Officer (give title below)XOther (specify below)
CO-FOUNDER
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2026
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 Stock10/27/2026S291(1)D$406217,873D
Common Stock10/28/2026S187(2)D$426.3404217,686D
Common Stock8,250Iby Caraluna 1 Trust(3)
Common Stock8,250IBy Caraluna 2 Trust(3)
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. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.
/s/ Tami Chen, Attorney-in-Fact10/29/2026
** 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)

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