Were Natera CEO Steven Chapman’s share sales under a Rule 10b5-1 trading plan?

Yes. The footnotes state the sales followed written instructions intended to satisfy Rule 10b5-1(c) affirmative defense conditions. These instructions were embedded in the CEO’s stock unit agreements granted in January 2023 and January 2024, indicating the trades were pre-arranged rather than timed opportunistically.

Natera (NTRA) CEO Chapman sells 5,838 shares tied to RSU tax obligations

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Natera, Inc. CEO and President Steven Leonard Chapman reported selling a total of 5,838 shares of Natera common stock in open-market transactions on April 27, 2026. The footnotes state these sales were made to cover tax withholding and remittance obligations tied to the vesting of Restricted Stock Units and were executed under written instructions intended to satisfy Rule 10b5-1(c) affirmative defense conditions.

Insights

CEO’s reported sales are tied to RSU tax withholding under a Rule 10b5-1 plan.

The filing shows CEO Steven Leonard Chapman sold 5,838 shares of Natera, Inc. common stock in two open-market transactions. Footnotes clarify these were executed to satisfy tax withholding and remittance obligations arising from RSU vesting, not discretionary portfolio trades.

The instructions were set in advance under stock unit agreements granted in January 2023 and January 2024, and are described as intended to meet Rule 10b5-1(c) affirmative defense conditions. Such pre-arranged, tax-driven sales generally carry limited informational value about management’s view of the stock, especially as the CEO retains a substantial remaining equity position reported in the filing.

Insider Trade Summary 10b5-1

Net Seller: 5,838 shares ($1,191,775)

Net Sell 2 txns

Insider Chapman Steven Leonard

Role CEO AND PRESIDENT

Sold 5,838 shs ($1.19M)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,272	$203.75	$463K
Sale	Common Stock	3,566	$204.39	$729K

Holdings After Transaction: Common Stock — 154,335 shares (Direct, null)

Footnotes (1)

The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units ("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 Agreements granted January 26, 2024. 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 Agreements granted on January 27, 2023.

Key Figures

Total shares sold: 5,838 shares First sale lot: 3,566 shares at $204.39 Second sale lot: 2,272 shares at $203.75 +2 more

5 metrics

Total shares sold 5,838 shares Aggregate CEO common stock sales on April 27, 2026

First sale lot 3,566 shares at $204.39 Open-market sale of Natera common stock

Second sale lot 2,272 shares at $203.75 Open-market sale of Natera common stock

Shares held after one transaction 154,335 shares Common stock reported following one of the sales

Shares held after another transaction 150,769 shares Common stock reported following one of the sales

Key Terms

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

5 terms

Restricted Stock Units ("RSUs") financial

"in connection with the vesting of Restricted Stock Units ("RSUs") and was made pursuant"

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

"effected in order to satisfy tax withholding and remittance obligations in connection with the vesting"

Stock Unit Agreements financial

"contained in the Reporting Person's Stock Unit Agreements granted January 26, 2024"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

04/29/2026 - 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)
04/27/2026

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	04/27/2026		S		2,272⁽¹⁾	D	$203.75	154,335	D
Common Stock	04/27/2026		S		3,566⁽²⁾	D	$204.39	150,769	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 Restricted Stock Units ("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 Agreements granted 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 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 Agreements granted on January 27, 2023.

	/s/ Tami Chen, Attorney-in-Fact	04/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Natera (NTRA) disclose for CEO Steven Chapman?

Natera disclosed that CEO Steven Leonard Chapman sold 5,838 shares of common stock in two open-market transactions on April 27, 2026. The filing notes these sales were linked to tax obligations associated with the vesting of Restricted Stock Units rather than discretionary selling activity.

Why did Natera’s CEO sell 5,838 shares according to the Form 4 filing?

The Form 4 explains the CEO’s share sales were effected to satisfy tax withholding and remittance obligations triggered by RSU vesting. The transactions are described as arising from compensation-related events, rather than a stand-alone investment decision to reduce his economic exposure to Natera stock.

How many Natera shares did the CEO sell in each Form 4 transaction?

The Form 4 shows two separate sales: 3,566 shares of Natera common stock at $204.39 per share and 2,272 shares at $203.75 per share. Combined, these transactions total 5,838 shares sold in connection with RSU-related tax withholding obligations on April 27, 2026.

What type of security was involved in the Natera (NTRA) CEO’s reported transactions?

Both reported transactions involved Natera, Inc. common stock, classified as non-derivative securities. The footnotes link these sales to the vesting of Restricted Stock Units, which are equity awards that convert into common shares and can create tax liabilities when they vest for the executive.