[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider filing summary: Natera, Inc. director and Secretary & Chief Legal Officer Daniel Rabinowitz had 2,500 restricted stock units (RSUs) vest on 09/29/2025, each representing one share. Those RSUs converted into 2,500 shares of common stock. On 09/30/2025 the reporting person sold 1,364 shares at $162.0528 per share to satisfy tax withholding obligations tied to the RSU vesting, leaving the reporting person with 203,300 shares beneficially owned after the transactions. The sale was made pursuant to written instructions intended to meet Rule 10b5-1(c) affirmative defense conditions.

Positive

• 2,500 RSUs vested and converted into shares, reflecting compensation realization
• Reporting person retains 203,300 shares after the transactions, indicating continued substantial ownership
• Sale to satisfy tax withholding was executed pursuant to written instructions intended to meet Rule 10b5-1(c)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU vesting with a small tax-withholding sale; insider still holds a large position, so market impact is minimal.

The reported transactions are standard compensation-related activity: 2,500 RSUs vested and converted into shares, followed by a disposition of 1,364 shares to satisfy tax liabilities. The sale price of $162.0528 for the withheld shares reflects a single transaction and represents a small fraction of the reporting person's post-transaction holdings (203,300 shares). There is no indication of opportunistic trading or unusual timing; the sale is described as pursuant to written instructions aligned with a 10b5-1 plan. For investors, this filing signals routine executive compensation settlement rather than an operational development.

Corporate Governance Expert

TL;DR: Disclosure is consistent with governance best practices: RSU vesting disclosed and tax-sale executed under documented instructions.

The Form 4 provides clear disclosure of the RSU vesting mechanics and the tax-withholding sale. The explanation notes the RSUs were granted on January 22, 2021 with milestone- and time-based vesting; criteria for 2,500 RSUs were satisfied on 09/29/2025. The subsequent sale to cover taxes was executed per written instruction intended to preserve the 10b5-1 affirmative defense, which is appropriate from a compliance standpoint. No red flags in the procedural disclosures; the signature by an attorney-in-fact is properly noted.

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).

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)
09/29/2025

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	09/29/2025		M		2,500	A	(1)	204,664	D
Common Stock	09/30/2025		S		1,364(2)	D	$162.0528	203,300	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
Restricted Stock Unit	(1)	09/29/2025		M			2,500	(3)	(3)	Common Stock	2,500	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

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 22, 2021.

3. On January 22, 2021, the Reporting Person was granted RSUs covering 10,000 shares of Common Stock which vest in tranches upon the Reporting Person achieving certain milestones relating to a combination of the passage of time and the Reporting Person achieving certain milestones relating to the Issuer's stock price. On September 29, 2025, the criteria was satisfied for the vesting of RSUs covering 2,500 shares of Common Stock.

	/s/ Vincent Fontanilla, Attorney-in-Fact	10/01/2025
	** 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 happened in the NTRA Form 4 filed for Daniel Rabinowitz?

The filing shows 2,500 RSUs vested on 09/29/2025, those RSUs converted to shares, and 1,364 shares were sold on 09/30/2025 to satisfy tax withholding.

How many NTRA shares does Daniel Rabinowitz beneficially own after these transactions?

After the reported transactions the filing states he beneficially owns 203,300 shares.

At what price were the shares sold to cover taxes?

The sale on 09/30/2025 was reported at a price of $162.0528 per share.

Were the sales part of a trading plan or routine tax withholding?

The filing explains the sale was effected to satisfy tax withholding obligations and made pursuant to a written instruction intended to satisfy the Rule 10b5-1(c) affirmative defense.

When were the RSUs originally granted and what were the vesting conditions?

The RSUs were granted on January 22, 2021 covering 10,000 shares and vest in tranches based on time and certain stock-price related milestones; 2,500 vested on 09/29/2025.