Natera (NTRA) CFO sells shares for RSU taxes under 10b5-1 plan

Rhea-AI Filing Summary

Natera, Inc.’s chief financial officer Michael Burkes Brophy reported multiple sales of common stock on January 27–29, 2026. He sold blocks of 784, 1,237, 1,176, 991 and 876 shares at prices around $240–$230 per share. Footnotes state that part of the sales satisfied tax withholding obligations tied to vesting restricted stock units and relied on written instructions intended to qualify under Rule 10b5-1(c). Other sales were executed under a Rule 10b5-1 trading plan adopted on June 9, 2025 and modified on September 10, 2025. After these transactions, he directly held 59,059 common shares.

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

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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^*

Brophy Michael Burkes

(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)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		S		784(1)	D	$240.5313	63,339	D
Common Stock	01/28/2026		S		1,237(2)	D	$237.6624	62,102	D
Common Stock	01/28/2026		S		1,176(3)	D	$237.4428	60,926	D
Common Stock	01/29/2026		S		991(3)	D	$229.9359(4)	59,935	D
Common Stock	01/29/2026		S		876(3)	D	$230.9237(5)	59,059	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 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 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 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.

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 modified on September 10, 2025.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.67 to $230.63 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 $230.70 to $231.29 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-Fact	01/29/2026
	** 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 activity did Natera (NTRA) disclose in this Form 4?

Natera disclosed share sales by its chief financial officer, Michael Burkes Brophy. He reported several sales of common stock on January 27–29, 2026, with transactions linked to RSU tax withholding and a pre-established Rule 10b5-1 trading plan, and continues to hold a significant share position.

On what dates did the Natera CFO sell shares and at what prices?

The CFO sold Natera shares on January 27, 28 and 29, 2026. Reported weighted-average sale prices were approximately $240.53, $237.66, $237.44, and around $230 per share, with detailed ranges between $229.67–$231.29 disclosed for some trades in the footnotes.

Why were some Natera (NTRA) shares sold according to the filing footnotes?

Some sales were made to cover tax withholding on vesting RSUs. The footnotes explain that shares were sold to satisfy tax withholding and remittance obligations when restricted stock units vested, under written instructions intended to meet Rule 10b5-1(c) affirmative defense conditions in the related stock unit agreements.

What is the Rule 10b5-1 trading plan referenced in the Natera Form 4?

The Form 4 states that certain sales occurred under a Rule 10b5-1 trading plan. It notes these transactions followed a trading plan adopted by the reporting person on June 9, 2025 and later modified on September 10, 2025, providing a pre-arranged framework for selling shares.

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

After the reported sales, the CFO directly holds 59,059 Natera common shares. This figure appears as the amount beneficially owned following the last listed transaction in the table, reflecting his remaining direct ownership stake after the January 2026 trades.

Were the Natera CFO’s reported sales direct or through another entity?

The transactions are reported as directly held by the CFO. The tabular data classifies all listed trades with ownership form marked "D" for direct, and the filing does not include footnotes reassigning voting or investment power to a separate trust, partnership, or similar entity.