Natera (NTRA) chair sells shares for RSU taxes, receives grant

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Natera, Inc. Executive Chairman Matthew Rabinowitz reported compensation-related stock activity. On May 5, 2026, he received 2,389 fully vested Restricted Stock Units (RSUs), each representing one share of common stock. Around the same time, he sold 7,708 shares of common stock in multiple open-market transactions at prices between $205.22 and $241.39.

According to the footnotes, these sales were executed to satisfy tax withholding and remittance obligations arising from RSU vesting and were carried out under written instructions intended to meet the affirmative defense conditions of Rule 10b5-1(c). After these transactions, he directly owned 2,378,791 shares of Natera common stock, with an additional 5,000 shares held indirectly by his spouse.

Insider Trade Summary 10b5-1

Net Seller: 7,708 shares ($1,642,211)

Net Sell 7 txns

Insider Rabinowitz Matthew

Role EXECUTIVE CHAIRMAN

Sold 7,708 shs ($1.64M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,887	$206.77	$597K
Sale	Common Stock	1,454	$241.39	$351K
Sale	Common Stock	1,697	$206.77	$351K
Grant/Award	Common Stock	2,389	$0.00	--
Sale	Common Stock	948	$205.22	$195K
Sale	Common Stock	722	$206.16	$149K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,379,553 shares (Direct, null); Common Stock — 5,000 shares (Indirect, By spouse)

Footnotes (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. 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. Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person. The RSUs were fully-vested at the time of issuance. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. 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 May 5, 2026

Key Figures

Shares sold: 7,708 shares Sale price range: $205.22–$241.39 per share RSUs granted: 2,389 RSUs +3 more

6 metrics

Shares sold 7,708 shares Common stock sold in open-market transactions

Sale price range $205.22–$241.39 per share Reported transaction prices for common stock sales

RSUs granted 2,389 RSUs Fully vested RSUs issued on May 5, 2026

Direct holdings after transactions 2,378,791 shares Common stock directly owned following reported trades

Indirect holdings by spouse 5,000 shares Common stock held indirectly by spouse

Single sale example 2,887 shares at $206.77 One of the reported open-market sales on May 5, 2026

Key Terms

Restricted Stock Units ("RSUs"), Rule 10b5-1(c), tax withholding and remittance obligations, Executive Chairman, +1 more

5 terms

Restricted Stock Units ("RSUs") financial

"Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person."

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

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act"

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

"The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs"

Executive Chairman financial

"Rabinowitz Matthew, EXECUTIVE CHAIRMAN"

An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock 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 →

05/06/2026 - 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^*

Rabinowitz Matthew

(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)
	EXECUTIVE CHAIRMAN

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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	05/04/2026		S		722⁽¹⁾	D	$206.16	2,382,440	D
Common Stock	05/05/2026		S		2,887⁽¹⁾	D	$206.77	2,379,553	D
Common Stock	05/05/2026		S		1,454⁽²⁾	D	$241.39	2,378,099	D
Common Stock	05/05/2026		S		1,697⁽²⁾	D	$206.77	2,376,402	D
Common Stock	05/05/2026		A		2,389⁽³⁾	A	⁽⁴⁾	2,378,791	D
Common Stock	05/05/2026		S		948⁽⁵⁾	D	$205.22	2,377,843	D
Common Stock								5,000	I	By spouse

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.

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 26, 2024.

3. Represents the issuance of Restricted Stock Units ("RSUs") to the Reporting Person. The RSUs were fully-vested at the time of issuance.

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

5. 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 May 5, 2026

	/s/ Tami Chen, Attorney-in-Fact	05/06/2026
	** 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 transactions did Natera (NTRA) disclose for Matthew Rabinowitz?

Natera reported that Executive Chairman Matthew Rabinowitz received 2,389 fully vested RSUs and sold 7,708 shares of common stock. The sales occurred in several open-market trades and were tied to tax obligations from RSU vesting under pre-set written instructions.

How many Natera (NTRA) shares did Matthew Rabinowitz sell and at what prices?

Matthew Rabinowitz sold a total of 7,708 Natera common shares in multiple open-market transactions. Reported sale prices ranged between $205.22 and $241.39 per share, according to the Form 4 transaction details for the dates disclosed.

Were the Natera (NTRA) insider stock sales part of a Rule 10b5-1 plan?

The filing states the sales were made pursuant to written instructions intended to satisfy Rule 10b5-1(c) affirmative defense conditions. This indicates the trades were pre-arranged in advance, reducing the significance of their timing as a discretionary market decision.

Why did Natera’s Executive Chairman sell shares in this Form 4 filing?

Footnotes explain the share sales were executed to cover tax withholding and remittance obligations from RSU vesting. This means the transactions were primarily driven by tax requirements associated with equity compensation rather than a standalone portfolio reallocation decision.

How many Natera (NTRA) shares does Matthew Rabinowitz own after the reported transactions?

After the transactions, Matthew Rabinowitz directly held 2,378,791 Natera common shares. The filing also shows 5,000 additional shares held indirectly by his spouse, providing a view of both his direct and certain related holdings as of the reported dates.

What RSU grant did Natera (NTRA) report for Matthew Rabinowitz?

The Form 4 reports an issuance of 2,389 fully vested Restricted Stock Units to Matthew Rabinowitz. Each RSU represents a right to receive one share of Natera common stock, and the award carried a reported grant price of $0.00 per unit in the transaction table.