[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Natera, Inc. (NTRA) – SEC Form 4 filing dated 07/01/2025

The filing reports two equity grants made on 06/27/2025 to director Roelof Botha.

• 2,143 Restricted Stock Units (RSUs) that vest in full on 06/12/2026 and accelerate upon a change in control.
• 271 RSUs with 25 % vesting immediately and the remaining 75 % vesting in three equal quarterly instalments.

Each RSU converts to one share of common stock. Following the transactions, Botha’s direct beneficial ownership rises to 6,517 shares. He also continues to hold 1,224,787 shares indirectly through estate-planning vehicles.

No open-market purchases or sales were reported; the transactions represent routine director compensation that increases share alignment without immediate cash outflow. There is no indication of derivative security activity beyond the RSUs disclosed.

Positive

• Director increased direct ownership by 2,414 shares, signalling continued equity alignment with shareholders and no disposition of shares.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU grant boosts director’s direct stake; immaterial to valuation.

The RSU issuance adds only 2,414 shares (<0.2 % of total indirect & direct holdings) and contains standard one-year and quarterly vesting schedules. No shares were sold, so there is no negative signal. Given Botha already controls more than 1.2 million shares, the incremental grant is unlikely to materially affect insider ownership concentration or float. The lack of derivative or option exercises keeps dilution minimal. Overall impact on stock supply, earnings per share, or governance is negligible.

Corporate Governance Specialist

TL;DR: Compensation-driven equity grant; governance posture unchanged.

The grant aligns director incentives with shareholders via equity, consistent with best-practice governance frameworks. The single-tranche change-in-control acceleration is common for independent directors and does not appear excessive relative to peer norms. Because no Rule 10b5-1 trading plan is referenced and no sales occurred, the filing carries neutral signaling. Shareholders should not interpret the action as bullish or bearish, merely routine board compensation.

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).

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)
06/27/2025

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	06/27/2025		A		2,143(1)	A	(2)	7,847	D
Common Stock	06/27/2025		A		271(3)	A	(2)	8,118	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. Represents the issuance of restricted stock units (RSUs) that shall vest in full on June 12, 2026. The RSUs will become fully vested in the event that the Issuer is subject to a change in control.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

3. Represents the issuance of RSUs to the Reporting Person. 25% of the RSUs vest immediately and the remaining RSUs vest in three equal quarterly installments thereafter.

	/s/ Vincent Fontanilla, Attorney-in-Fact	07/01/2025
	** 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

How many NTRA shares did Director Roelof Botha acquire on 06/27/2025?

2,414 RSUs were granted (2,143 + 271).

What is Roelof Botha’s total direct shareholding after the transaction?

His direct stake rose to 6,517 common shares.

Does the filing report any stock sales by the director?

No. The Form 4 shows only acquisitions; no shares were sold.

What vesting schedule applies to the 2,143 RSUs?

They vest in full on 06/12/2026, or sooner upon a change in control.

How many NTRA shares does Botha hold indirectly?

He continues to own 1,224,787 shares indirectly through estate-planning vehicles.