[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing highlights insider activity at Natera (NTRA).

Chief Financial Officer Michael Burkes Brophy sold an aggregate 5,064 common shares over two sessions:

• 07/28/2025 – 2,019 shares at a weighted-average $139.8083
• 07/29/2025 – 567 shares at $136.0075; 1,200 shares at $137.4177; 1,278 shares at $138.0125

The trades were executed under a Rule 10b5-1 plan adopted 06/14/2024 and were made to cover tax-withholding obligations tied to RSU vesting from grants dated 01/27/2023 and 01/26/2024.

After the transactions, Brophy’s direct ownership stands at 65,430 shares. No derivative securities were involved and no other changes in beneficial ownership were disclosed.

Positive

• Sales executed under a pre-arranged Rule 10b5-1 plan, reducing concerns about timing or material non-public information.
• CFO retains 65,430 shares post-sale, maintaining meaningful equity alignment with shareholders.

Negative

• Insider selling by a key executive can be perceived as a bearish signal despite stated tax-withholding purpose.

Insights

Sell-Side Financial Analyst

TL;DR: Routine 10b5-1 tax-related sale; neutral signal for NTRA valuation.

The CFO disposed of roughly 7% of his direct stake (5,064 of 70,494 pre-sale shares) at prices between $136 and $140. Because sales were pre-scheduled and explicitly linked to RSU tax obligations, they do not appear opportunistic. The remaining 65,430-share position maintains significant alignment with shareholders. From a trading-signal perspective, the event is neutral; it neither alters fundamentals nor suggests a shift in management’s long-term outlook.

Corporate Governance Specialist

TL;DR: Compliance strong; insider sale modest, governance risk unchanged.

Use of a Rule 10b5-1 plan and detailed disclosure of weighted-average prices demonstrate good governance practices. The transaction’s purpose—tax withholding—limits interpretation as a negative sentiment indicator. No red flags regarding undisclosed derivatives or group filings were noted. Overall impact on governance perception is minimal.

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).

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)
07/28/2025

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	07/28/2025		S		2,019(1)	D	$139.8083	68,475	D
Common Stock	07/29/2025		S		567(2)	D	$136.0075(3)	67,908	D
Common Stock	07/29/2025		S		1,200(2)	D	$137.4177(4)	66,708	D
Common Stock	07/29/2025		S		1,278(2)	D	$138.0125(5)	65,430	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 Agreements granted on January 27, 2023 and January 26, 2024.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2024.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.83 to $136.39 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.00 to $137.70 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 $138.00 to $138.16 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/ Vincent Fontanilla, Attorney-in-Fact	07/30/2025
	** 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 the CFO sell according to the July 2025 Form 4?

The filing reports 5,064 shares sold over 07/28-29/2025.

At what prices were the Natera shares sold?

Weighted-average prices ranged from $136.0075 to $139.8083 per share.

Why did Michael Brophy sell Natera stock?

The shares were sold to satisfy tax-withholding obligations related to RSU vesting and under a Rule 10b5-1 plan.

How many shares does the CFO still own after the transactions?

He directly owns 65,430 NTRA shares following the reported sales.

Were any derivative securities involved in this Form 4 filing?

No. No derivative transactions were reported.