Natera (NTRA) legal chief sells stock to cover RSU tax obligations

Rhea-AI Filing Summary

Natera, Inc. reported that its Secretary and Chief Legal Officer, Daniel Rabinowitz, sold small blocks of common stock to cover taxes on restricted stock unit (RSU) vesting. On January 27, 2026, he sold 886 shares at $240.5313 per share. On January 28, 2026, he sold an additional 1,000 shares at $237.6624 per share.

Both sales were made under written instructions intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) and were specifically to satisfy tax withholding and remittance obligations tied to previously granted RSUs. After these transactions, Rabinowitz directly owned 225,147 shares of Natera common stock.

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

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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^*

RABINOWITZ DANIEL

(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)
	SEC. AND CHIEF LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		S		886(1)	D	$240.5313	226,147	D
Common Stock	01/28/2026		S		1,000(2)	D	$237.6624	225,147	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 Agreement granted on 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 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 27, 2023.

	/s/ Tami Chen, Attorney-in-Fact	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Natera (NTRA) disclose in this Form 4?

Natera disclosed that officer Daniel Rabinowitz sold 886 shares on January 27, 2026 at $240.5313 and 1,000 shares on January 28, 2026 at $237.6624. These were sales of Natera common stock reported as non-derivative transactions.

Why did Natera officer Daniel Rabinowitz sell shares of NTRA stock?

The filing states the sales were made to satisfy tax withholding and remittance obligations arising from the vesting of restricted stock units. They were executed under written instructions designed to meet Rule 10b5‑1(c) affirmative defense conditions in his stock unit agreements.

How many Natera (NTRA) shares does Daniel Rabinowitz own after these transactions?

Following the reported sales, Daniel Rabinowitz directly owned 225,147 shares of Natera common stock. This figure reflects his beneficial ownership after the 886-share sale on January 27, 2026 and the 1,000-share sale on January 28, 2026 noted in the filing.

What is Rule 10b5-1(c) and how is it referenced in Natera’s Form 4?

The filing explains that the stock sales were made under written instructions intended to satisfy Rule 10b5‑1(c) affirmative defense conditions. Those instructions were contained in stock unit agreements granted on January 26, 2024 and January 27, 2023, governing how shares would be sold upon RSU vesting.

What role does Daniel Rabinowitz hold at Natera (NTRA)?

According to the filing, Daniel Rabinowitz is an officer of Natera serving as Secretary and Chief Legal Officer. He is not listed as a director or 10% owner, and the Form 4 is filed for him as a single reporting person.

Were the Natera (NTRA) insider sales related to options or derivative securities?

No derivative security transactions are reported in the Form 4’s derivative table. The document only lists sales of Natera common stock tied to tax withholding for RSU vesting, with no separate derivative acquisitions or dispositions disclosed.