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Natera (NTRA) director receives 1,674 RSUs in equity compensation grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Chapman Rowan E reported acquisition or exercise transactions in this Form 4 filing.

Natera, Inc. director Rowan E. Chapman reported receiving equity-based compensation in the form of restricted stock units (RSUs). One grant covers 103 RSUs that will vest in full on June 11, 2027, and will vest earlier if Natera undergoes a change in control. A second grant of 1,571 RSUs was issued in lieu of $23,125 in quarterly board retainer fees and was fully vested at issuance. Each RSU represents a contingent right to receive one share of Natera common stock, so these awards increase the director’s potential future share ownership without any cash outlay.

Positive

  • None.

Negative

  • None.
Insider Chapman Rowan E
Role null
Type Security Shares Price Value
Grant/Award Common Stock 1,571 $0.00 --
Grant/Award Common Stock 103 $0.00 --
Holdings After Transaction: Common Stock — 4,695 shares (Direct, null)
Footnotes (1)
  1. Represents the issuance of restricted stock units (RSUs) that shall vest in full on June 11, 2027. The RSUs will become fully vested in the event that the Issuer is subject to a change in control. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. Represents the issuance of RSUs to the Reporting Person in lieu of quarterly retainer fees of $23,125 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance.
Time-based RSU grant 103 RSUs Vests in full on June 11, 2027; accelerates on change in control
Fee-replacement RSU grant 1,571 RSUs Issued in lieu of quarterly board retainer fees
Quarterly retainer converted to RSUs $23,125 Board of Directors quarterly retainer replaced by fully vested RSUs
restricted stock units (RSUs) financial
"Represents the issuance of restricted stock units (RSUs) that shall vest in full on June 11, 2027."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
change in control financial
"The RSUs will become fully vested in the event that the Issuer is subject to a change in control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
quarterly retainer fees financial
"Represents the issuance of RSUs to the Reporting Person in lieu of quarterly retainer fees of $23,125 for service on the Issuer's Board of Directors."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 Rowan E
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/26/2026A1,571(1)A(2)4,695D
Common Stock06/26/2026A103(3)A(2)4,798D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the issuance of restricted stock units (RSUs) that shall vest in full on June 11, 2027. 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 in lieu of quarterly retainer fees of $23,125 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance.
/s/ Tami Chen, Attorney-in-Fact06/30/2026
** Signature of Reporting PersonDate
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 Rowan E. Chapman?

Natera reported that director Rowan E. Chapman received two grants of restricted stock units (RSUs). One grant was 103 RSUs with delayed vesting, and another was 1,571 RSUs issued as fully vested compensation in lieu of cash retainer fees.

How many Natera RSUs did director Rowan E. Chapman receive?

Rowan E. Chapman received a total of 1,674 restricted stock units. This consists of 103 RSUs that vest in the future and 1,571 RSUs granted immediately in place of quarterly cash retainer fees for board service at Natera.

When do Rowan E. Chapman’s new Natera RSUs vest?

The 103 restricted stock units granted to Rowan E. Chapman vest in full on June 11, 2027. They will also become fully vested sooner if Natera experiences a change in control, accelerating the vesting schedule under that condition.

What does each Natera RSU granted to Rowan E. Chapman represent?

Each restricted stock unit granted to Rowan E. Chapman represents a contingent right to receive one share of Natera common stock. The actual shares are delivered only when the RSUs vest, so they function as deferred equity compensation rather than immediate stock.

Why did Natera issue 1,571 RSUs to Rowan E. Chapman?

Natera issued 1,571 restricted stock units to Rowan E. Chapman instead of paying quarterly cash retainer fees of $23,125 for board service. These RSUs were fully vested upon issuance, effectively converting cash compensation into immediately vested stock-based pay.

What is the change-in-control provision in Rowan E. Chapman’s Natera RSUs?

The 103 RSUs granted to Rowan E. Chapman will become fully vested if Natera undergoes a change in control. This provision accelerates vesting during a corporate transaction, ensuring the director’s equity award is not forfeited in that scenario.