Natera (NTRA) CEO sells 902 shares in RSU-related tax transaction

Q: Was the Natera (NTRA) CEO’s May 1, 2026 share sale pre-planned?

Yes. The filing explains the sale followed a written instruction in Chapman’s Stock Unit Agreement, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). This indicates the transaction was pre-arranged rather than discretionary.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Natera, Inc. director and CEO Steven Leonard Chapman reported an open-market sale of 902 shares of Common Stock on May 1, 2026 at $206.16 per share. According to a footnote, the sale was made to satisfy tax withholding and remittance obligations tied to vesting RSUs under a pre-arranged instruction intended to meet Rule 10b5-1(c) conditions. After this transaction, he directly owned 149,867 shares of Natera common stock.

Insider Trade Summary 10b5-1

Net Seller: 902 shares ($185,956)

Net Sell 1 txn

Insider Chapman Steven Leonard

Role CEO AND PRESIDENT

Sold 902 shs ($186K)

Type	Security	Shares	Price	Value
Sale	Common Stock	902	$206.16	$186K

Holdings After Transaction: Common Stock — 149,867 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 902 shares Sale price: $206.16 per share Shares held after transaction: 149,867 shares +1 more

4 metrics

Shares sold 902 shares Open-market sale on May 1, 2026

Sale price $206.16 per share Price for Natera common stock in reported sale

Shares held after transaction 149,867 shares Direct ownership by CEO following Form 4 sale

Net shares sold 902 shares Net-sell direction in transaction summary

Key Terms

RSUs, tax withholding, Rule 10b5-1(c), Stock Unit Agreement

4 terms

RSUs financial

"in connection with the vesting of RSUs and was made pursuant"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding financial

"effected in order to satisfy tax withholding and remittance obligations"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Rule 10b5-1(c) regulatory

"intended to satisfy the 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.

Stock Unit Agreement financial

"contained in the Reporting Person's Stock Unit Agreement granted on January 31, 2025"

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 09:35 PM

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^*

Chapman Steven Leonard

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO AND PRESIDENT

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		S		902⁽¹⁾	D	$206.16	149,867	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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 31, 2025.

	/s/ Tami Chen, Attorney-in-Fact	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Natera (NTRA) report for its CEO?

Natera reported that CEO Steven Leonard Chapman sold 902 shares of common stock on May 1, 2026 at $206.16 per share. The filing states this followed the vesting of RSUs and was used to cover related tax obligations.

Why did Natera (NTRA) CEO Steven Leonard Chapman sell 902 shares?

The filing states the 902-share sale was effected to satisfy tax withholding and remittance obligations arising from the vesting of restricted stock units. It describes the sale as following a written instruction linked to his Stock Unit Agreement.

How many Natera (NTRA) shares does the CEO hold after this Form 4?

After selling 902 shares, CEO Steven Leonard Chapman directly owned 149,867 shares of Natera common stock. This post-transaction holding figure comes directly from the Form 4’s ownership table for his direct position.

What type of security did the Natera (NTRA) CEO sell in this Form 4?

The Form 4 shows an open-market sale of Natera’s Common Stock. It links the transaction to vesting restricted stock units, where a portion of the resulting shares was sold to cover required tax withholding obligations.

How is Rule 10b5-1 referenced in Natera (NTRA) CEO’s Form 4?

A footnote explains the sale was made pursuant to a written instruction in Chapman’s Stock Unit Agreement intended to satisfy Rule 10b5-1(c) affirmative defense conditions. This language frames the transaction as part of a structured trading arrangement.