Natera (NASDAQ: NTRA) legal chief sells 1,334 shares to cover RSU taxes

Rhea-AI Filing Summary

Natera, Inc. officer Daniel Rabinowitz, the company’s Secretary and Chief Legal Officer, reported selling 1,334 shares of Natera common stock on February 3, 2026 at a price of $230.768 per share. After this transaction, he beneficially owned 223,813 shares directly.

The filing explains that the sale was carried out to cover tax withholding and remittance obligations arising from the vesting of restricted stock units (RSUs). It was executed under a written instruction intended to meet the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, indicating it was a pre-arranged, rule-compliant sale plan linked to prior equity grants.

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)
02/03/2026

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	02/03/2026		S		1,334(1)	D	$230.768	223,813	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 31, 2025.

	/s/ Tami Chen, Attorney-in-Fact	02/04/2026
	** 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).
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FAQ

What insider transaction did Natera (NTRA) report for Daniel Rabinowitz?

Natera reported that officer Daniel Rabinowitz sold 1,334 shares of common stock. The sale occurred on February 3, 2026, at $230.768 per share. After this transaction, he directly beneficially owned 223,813 Natera shares, according to the Form 4 filing.

Why did Daniel Rabinowitz sell Natera (NTRA) shares on February 3, 2026?

The sale was made to satisfy tax withholding and remittance obligations tied to vesting restricted stock units. The transaction followed a written instruction in his Stock Unit Agreement, intended to meet the Rule 10b5-1(c) affirmative defense conditions under the Exchange Act.

How many Natera (NTRA) shares does Daniel Rabinowitz own after this Form 4 transaction?

After selling 1,334 shares, Daniel Rabinowitz beneficially owns 223,813 shares of Natera common stock directly. This post-transaction holding is reported in the Form 4 under the column for securities beneficially owned following the reported transaction.

What was the price of the Natera (NTRA) shares sold by Daniel Rabinowitz?

The Form 4 shows that the 1,334 Natera common shares were sold at $230.768 per share. This price is listed in the non-derivative securities table as the transaction price for the February 3, 2026 sale coded as an open market or similar disposition.

Was the Natera (NTRA) insider sale part of a Rule 10b5-1 trading plan?

Yes. The explanation states the sale was made under a written instruction in the Stock Unit Agreement intended to satisfy Rule 10b5-1(c) affirmative defense conditions. This indicates it was a pre-arranged, rule-compliant plan linked to RSU vesting.

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

Daniel Rabinowitz is identified as an officer of Natera, serving as Secretary and Chief Legal Officer. The Form 4’s relationship section confirms his officer status and provides this title, indicating he is a senior executive with legal responsibilities at the company.