Natera director sells shares for RSU tax withholding

Natera, Inc. director and co-founder Jonathan Sheena reported a small sale of common stock tied to equity compensation.

Rhea-AI Filing Summary

Natera, Inc. director and co-founder Jonathan Sheena reported a small sale of common stock tied to equity compensation. On the reported date, 107 shares were sold at $206.16 per share to satisfy tax withholding and remittance obligations related to vesting RSUs, under a written instruction intended to meet Rule 10b5-1(c) conditions. After this transaction, Sheena held 255,652 shares of Natera common stock directly. Separate trusts identified as Caraluna 1 Trust and Caraluna 2 Trust each held 20,282 shares for their beneficiaries, and Sheena disclaimed beneficial ownership of those trust-held shares.

Insider Trade Summary 10b5-1

Net Seller: 107 shares

Net Sell 3 txns

Insider Sheena Jonathan

Role Director

Sold 107 shs ($22K)

Type	Security	Shares	Price	Value
Sale	Common Stock	107	$206.16	$22K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 255,652 shares (Direct); Common Stock — 20,282 shares (Indirect, By Caraluna 2 Trust); Common Stock — 20,282 shares (Indirect, By Caraluna 1 Trust)

Footnotes (3)

1. F1. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of RSUs and was 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. F2. Includes 48 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on April 30, 2026.
3. F3. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities.

Key Figures

Shares sold: 107 shares Sale price per share: $206.16 per share Direct holdings after transaction: 255,652 shares +3 more

6 metrics

Shares sold 107 shares Open-market sale to cover RSU tax withholding on 2026-05-01

Sale price per share $206.16 per share Price for the 107 Natera common shares sold

Direct holdings after transaction 255,652 shares Common stock directly held by Jonathan Sheena after the sale

Caraluna 1 Trust holdings 20,282 shares Common stock held for beneficiaries; beneficial ownership disclaimed

Caraluna 2 Trust holdings 20,282 shares Common stock held for beneficiaries; beneficial ownership disclaimed

Net shares sold 107 shares Net-sell direction in transaction summary for this Form 4

Key Terms

Rule 10b5-1(c), RSUs, 2015 Employee Stock Purchase Plan, tax withholding, +1 more

5 terms

Rule 10b5-1(c) regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act"

Rule 10b5-1(c) is an SEC guideline that lets company insiders set up a written, pre-planned schedule to buy or sell their company stock when they are not in possession of material, nonpublic information. For investors, it matters because such plans can reduce the appearance of insider trading by separating decisions from inside knowledge—like putting your trades on autopilot—while also requiring scrutiny since pre-planned trades can still affect market confidence and share value.

RSUs financial

"in connection with the vesting of RSUs and was made pursuant to a written instruction"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

2015 Employee Stock Purchase Plan financial

"Includes 48 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on April 30, 2026"

tax withholding financial

"The sale of shares was effected in order to satisfy tax withholding and remittance obligations"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

beneficial ownership financial

"Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Natera (NTRA) co-founder Jonathan Sheena report?

Jonathan Sheena reported selling 107 shares of Natera common stock. The sale was executed at $206.16 per share to cover tax withholding obligations triggered by the vesting of restricted stock units, according to the filed details and related footnote disclosures.

Why did Jonathan Sheena sell Natera (NTRA) shares in this Form 4 filing?

The sale was made to satisfy tax withholding and remittance obligations from RSU vesting. A footnote explains the transaction followed written instructions intended to qualify as an affirmative defense under Rule 10b5-1(c) in Sheena’s stock unit agreement granted January 31, 2025.

How many Natera (NTRA) shares does Jonathan Sheena hold after this transaction?

Following the reported sale, Jonathan Sheena directly held 255,652 shares of Natera common stock. This figure reflects his direct ownership only and does not include shares held in trusts where he disclaims beneficial ownership for the trust beneficiaries.

What price per share was received in Jonathan Sheena’s Natera (NTRA) sale?

The 107 Natera shares were sold at $206.16 per share. This open-market transaction was specifically linked to tax withholding for RSU vesting, rather than a discretionary portfolio move, based on the explanatory footnote in the Form 4 filing.

Are any Natera (NTRA) shares held for Jonathan Sheena through trusts?

Two entries show 20,282 Natera shares each held by Caraluna 1 Trust and Caraluna 2 Trust. A footnote states these shares are held for the benefit of the trusts’ beneficiaries and that Sheena disclaims beneficial ownership of those securities.

Was Jonathan Sheena’s Natera (NTRA) sale part of a Rule 10b5-1 trading arrangement?

Yes. The filing states the sale was made pursuant to a written instruction intended to satisfy Rule 10b5-1(c) affirmative defense conditions under the Exchange Act, embedded in Sheena’s stock unit agreement granted on January 31, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 09:35 PM Learn about SEC filing dates

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 TEXAS 78753

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/01/2026		S		107(1)	D	$206.16	255,652(2)	D
Common Stock								20,282	I	By Caraluna 2 Trust(3)
Common Stock								20,282	I	By Caraluna 1 Trust(3)

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 was 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. Includes 48 shares acquired under the Issuer's 2015 Employee Stock Purchase Plan on April 30, 2026.

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

	/s/ Tami Chen, Attorney-in-Fact	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)