Natera (NTRA) CFO sells 795 shares to cover RSU tax via 10b5-1 plan

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Natera, Inc. chief financial officer Michael Burkes Brophy reported selling a total of 795 shares of Common Stock in open-market transactions, including 313 shares at $206.16 on May 1, 2026 and 482 shares at $210.49 on May 4, 2026. According to the footnotes, these sales were carried out to satisfy tax withholding obligations related to vesting RSUs and were executed under written instructions and a Rule 10b5-1 trading plan. After these transactions, he directly holds 57,496 shares.

Insider Trade Summary 10b5-1

Net Seller: 795 shares ($165,984)

Net Sell 2 txns

Insider Brophy Michael Burkes

Role CHIEF FINANCIAL OFFICER

Sold 795 shs ($166K)

Type	Security	Shares	Price	Value
Sale	Common Stock	482	$210.49	$101K
Sale	Common Stock	313	$206.16	$65K

Holdings After Transaction: Common Stock — 57,496 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 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2025, as modified on September 10, 2025.

Key Figures

Shares sold on May 1, 2026: 313 shares at $206.16 Shares sold on May 4, 2026: 482 shares at $210.49 Total shares sold: 795 shares +1 more

4 metrics

Shares sold on May 1, 2026 313 shares at $206.16 Open-market sale of Natera common stock

Shares sold on May 4, 2026 482 shares at $210.49 Open-market sale of Natera common stock

Total shares sold 795 shares Combined open-market sales reported in this Form 4

Shares held after transactions 57,496 shares Direct ownership by CFO following reported sales

Key Terms

Rule 10b5-1, RSUs, tax withholding, Rule 10b5-1 trading plan, +1 more

5 terms

Rule 10b5-1 regulatory

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

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

RSUs financial

"in connection with the vesting of RSUs and was made pursuant to a written instruction"

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 in connection with the vesting of RSUs"

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 trading plan regulatory

"sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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 →

05/05/2026 - 09:45 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^*

Brophy Michael Burkes

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER

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		313⁽¹⁾	D	$206.16	57,978	D
Common Stock	05/04/2026		S		482⁽²⁾	D	$210.49	57,496	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.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2025, as modified on September 10, 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 transactions did Natera (NTRA) report for its CFO?

Natera’s CFO Michael Burkes Brophy reported selling a total of 795 shares of common stock. The transactions occurred on May 1, 2026 and May 4, 2026 as open-market sales tied to RSU-related tax obligations under pre-arranged Rule 10b5-1 instructions.

At what prices did the Natera (NTRA) CFO sell shares in this Form 4?

The CFO sold 313 shares at $206.16 per share on May 1, 2026 and 482 shares at $210.49 per share on May 4, 2026. Both transactions involved Natera common stock in open-market sales reported on Form 4.

How many Natera (NTRA) shares does the CFO hold after these sales?

Following the reported transactions, Natera’s CFO directly holds 57,496 shares of common stock. This figure reflects his remaining stake after selling a combined 795 shares across two open-market transactions disclosed in the Form 4 filing.

Were the Natera (NTRA) CFO’s stock sales under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected under written instructions intended to satisfy Rule 10b5-1(c) and pursuant to a Rule 10b5-1 trading plan. The plan was adopted on June 9, 2025 and later modified on September 10, 2025.

Why did the Natera (NTRA) CFO sell shares according to the Form 4 footnotes?

The footnotes explain the sales were made to cover tax withholding and remittance obligations from vesting RSUs. They indicate the transactions were pre-arranged through the CFO’s stock unit agreement and a Rule 10b5-1 trading plan rather than discretionary market-timing trades.