[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 Overview – Natera, Inc. (NTRA)

The filing discloses that co-founder and director Jonathan Sheena sold Natera common stock on two separate dates under previously adopted Rule 10b5-1 trading plans.

• 18 Jun 2025: Direct sale of 3,070 shares at a weighted-average price of $167.2869 per share. Direct ownership after the sale is 248,774 shares.
• 16 Jun 2025: Eight block sales by Caraluna 1 Trust and Caraluna 2 Trust (both held for the benefit of trust beneficiaries and disclaimed for beneficial-ownership purposes). The trusts sold an aggregate of 3,000 shares at weighted-average prices ranging from $162.04 – $165.55 per share. Post-transaction holdings were 38,379–37,282 shares per trust line item.

No derivative security transactions were reported. All sales were executed automatically under the trading plans adopted on 11 Dec 2024 (direct holdings) and 7 Jun 2024 (trust holdings), limiting discretionary timing by the insider.

In total, the reporting person disposed of 6,070 shares, representing a low-single-digit percentage of his reported direct and indirect ownership. While insider selling can be perceived negatively, the modest size relative to the remaining stake and the use of pre-arranged 10b5-1 plans mitigate signal risk.

Positive

• None.

Negative

• Insider disposition: Co-founder Jonathan Sheena sold a total of 6,070 shares (≈$1.0 m) across direct and trust accounts, which may be perceived as a bearish signal by some investors.

Insights

Securities Analyst

TL;DR: Co-founder sells 6,070 shares (≈$1.0 m) via 10b5-1; modest versus 325k+ remaining stake, limited directional signal.

The direct sale (3,070 shares) and trust sales (3,000 shares) equate to roughly $1.0 million in total proceeds, a minimal fraction of Mr. Sheena’s combined direct (248,774) and indirect (~75,000) share base. Because transactions were executed under Rule 10b5-1 plans adopted months earlier, they were likely scheduled in advance, reducing concerns of information asymmetry. No option exercises, grants, or derivative positions were reported, so dilution mechanics are unchanged. Historically, insider selling of <5 % of holdings tends to have limited predictive value for price performance, especially when tied to automated plans. Therefore, I classify the filing as neutral for valuation and sentiment.

Corporate Governance Expert

TL;DR: Routine 10b5-1 plan activity; governance impact immaterial, maintains alignment through sizable residual stake.

From a governance lens, the disclosure satisfies Section 16 obligations and clearly footnotes the 10b5-1 framework, enhancing transparency. The insider retains substantial ownership, preserving long-term alignment with shareholders. No red flags—such as undisclosed derivatives, abrupt plan amendments, or concentrated position exits—are present. Consequently, I view the event as routine and not impactful to board oversight or shareholder rights.

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^*

Sheena Jonathan

(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
	Officer (give title below)	X	Other (specify below)
			CO-FOUNDER

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/18/2025		S		3,070(1)	D	$167.2869(2)	248,774	D
Common Stock	06/16/2025		S		200(3)	D	$162.4968(4)	38,582	I	By Caraluna 1 Trust(5)
Common Stock	06/16/2025		S		203(3)	D	$163.4069(6)	38,379	I	By Caraluna 1 Trust(5)
Common Stock	06/16/2025		S		550(3)	D	$164.8073(7)	37,829	I	By Caraluna 1 Trust(5)
Common Stock	06/16/2025		S		547(3)	D	$165.4829(8)	37,282	I	By Caraluna 1 Trust(5)
Common Stock	06/16/2025		S		176(3)	D	$162.5178(9)	38,606	I	By Caraluna 2 Trust(5)
Common Stock	06/16/2025		S		200(3)	D	$163.1(10)	38,406	I	By Caraluna 2 Trust(5)
Common Stock	06/16/2025		S		425(3)	D	$164.6398(11)	37,981	I	By Caraluna 2 Trust(5)
Common Stock	06/16/2025		S		699(3)	D	$165.4079(12)	37,282	I	By Caraluna 2 Trust(5)

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 pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $166.7250 to $167.6950 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.

3. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 7, 2024.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.04 to $162.58 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.

5. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.12 to $163.66 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.45 to $165.16 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.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.48 to $165.51 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.

9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.04 to $162.60 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.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.08 to $163.12 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.

11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.10 to $165.01 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.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.16 to $165.55 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	06/20/2025
	** 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

How many NTRA shares did co-founder Jonathan Sheena sell according to the June 2025 Form 4?

The Form 4 shows aggregate sales of 6,070 common shares (3,070 direct and 3,000 via family trusts).

What were the sale prices for the NTRA insider transactions?

Weighted-average prices ranged from $162.04 to $167.29 per share as detailed in the footnotes.

Were the Natera insider sales made under a 10b5-1 trading plan?

Yes. The direct sale plan was adopted on 11 Dec 2024, and the trust sale plan was adopted on 7 Jun 2024.

How many NTRA shares does Jonathan Sheena still own after these transactions?

He directly owns 248,774 shares; indirect trust holdings range from 37,282 to 38,606 shares per trust position.

Did the Form 4 report any derivative security activity?

No. No options, warrants, or other derivatives were acquired or disposed of in this filing.