Natera (NTRA) CFO sells shares for taxes and under 10b5-1 plan

Rhea-AI Filing Summary

Natera, Inc. chief financial officer Michael Burkes Brophy reported multiple stock sales on February 3, 2026. He sold 1,268 shares of common stock at $230.768 per share to cover tax withholding tied to restricted stock unit vesting. He also sold 700 shares at a weighted average price of $225.2479 and 4,971 shares at a weighted average price of $227.447 under a Rule 10b5-1 trading plan adopted in 2025. After these transactions, he directly held 52,120 Natera shares.

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

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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^*

Brophy Michael Burkes

(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)
	CHIEF FINANCIAL 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		1,268(1)	D	$230.768	57,791	D
Common Stock	02/03/2026		S		700(2)	D	$225.2479(3)	57,091	D
Common Stock	02/03/2026		S		4,971(2)	D	$227.447(4)	52,120	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.

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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.98 to $225.42 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $226.69 to $227.68 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/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).
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.

FAQ

What did Natera (NTRA) CFO Michael Burkes Brophy report in this Form 4 filing?

Natera CFO Michael Burkes Brophy reported three sales of common stock on February 3, 2026, totaling several thousand shares at prices between $225.2479 and $230.768 per share. Following these transactions, he directly held 52,120 Natera shares.

How many Natera (NTRA) shares did the CFO sell on February 3, 2026?

On February 3, 2026, the CFO sold 1,268, 700, and 4,971 Natera common shares in three separate transactions. These trades were reported with specific per-share prices and left him with 52,120 shares owned directly afterward.

Were any of the Natera (NTRA) CFO’s share sales related to tax withholding?

Yes. The Form 4 states that the 1,268-share sale was executed to satisfy tax withholding and remittance obligations from vesting restricted stock units. This sale followed a written instruction intended to meet Rule 10b5-1(c) affirmative defense conditions.

Did the Natera (NTRA) CFO use a Rule 10b5-1 plan for these stock sales?

Yes. The filing explains that certain sales were made under a Rule 10b5-1 trading plan adopted on June 9, 2025 and modified on September 10, 2025. This plan pre-arranged trades according to pre-set instructions for the reporting person.

What prices were received in the Natera (NTRA) CFO’s February 2026 stock sales?

The CFO reported one sale at $230.768 per share and two weighted average prices of $225.2479 and $227.447 per share. The filing notes that these averages reflect multiple trades within narrow intraday price ranges for each transaction.

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

After the February 3, 2026 transactions, the CFO directly owned 52,120 shares of Natera common stock. This post-transaction ownership figure is reported in the Form 4 and reflects all sales described in the filing.