[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 28 Jul 2025, Natera, Inc. (NTRA) Chief Legal Officer Daniel Rabinowitz disposed of 1,994 common shares at an average price of $139.8083 per share, generating roughly $279k in gross proceeds. Following the sale, Rabinowitz still directly owns 202,164 shares.

The filing states the sale was executed solely to cover tax-withholding obligations arising from the vesting of previously granted RSUs and was carried out under a pre-arranged Rule 10b5-1 trading plan. No derivative securities were involved and there is no change in overall ownership structure beyond the tax-related share reduction.

The transaction represents about 1 % of Rabinowitz’s reported holdings and does not signal a change in corporate strategy or fundamentals. Given its small size and administrative purpose, the market impact is expected to be limited.

Insights

Financial Analyst

TL;DR: Small, pre-planned insider sale; neutral signal.

The 1,994-share sale equals roughly 0.2 % of Natera’s 1Q25 daily volume and 1 % of the insider’s stake, executed under a 10b5-1 plan solely for tax withholding. Such routine administrative sales rarely carry informational value about future operating performance. I assign a neutral investment impact.

Corporate Governance Expert

TL;DR: Compliance-driven transaction; governance risk unchanged.

The disclosure confirms adherence to Rule 10b5-1 and timely Section 16 reporting, demonstrating sound governance practices. No red flags emerge: the sale is modest, purpose-specific, and does not alter control dynamics. Governance impact is neutral.

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).

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 Matthew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EXECUTIVE CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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	07/28/2025		S		1,718(1)	D	$139.8083	2,360,852	D
Common Stock								30,000	I	By spouse

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.

	/s/ Vincent Fontanilla, Attorney-in-Fact	07/30/2025
	** 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

Why did NTRA's Chief Legal Officer sell shares on 28 July 2025?

The shares were sold to cover tax-withholding obligations linked to RSU vesting and executed under a Rule 10b5-1 plan.

How many Natera (NTRA) shares were sold in the Form 4?

1,994 common shares were sold at an average price of $139.8083.

What is Daniel Rabinowitz’s remaining ownership in NTRA after the sale?

He now directly holds 202,164 common shares.

Does the Form 4 indicate any changes to derivative securities?

No, Table II shows no derivative transactions related to options or other instruments.

Is the insider sale covered by a Rule 10b5-1 trading plan?

Yes, the sale was executed under a pre-arranged Rule 10b5-1(c) plan approved in the stock unit agreements.