Natera (NTRA) co-founder logs 10b5-1 stock sales and RSU vesting

Rhea-AI Filing Summary

Natera, Inc. co-founder and director Sheena Jonathan reported January 2026 stock transactions involving common shares and restricted stock units (RSUs). On January 20, 2026, she sold 2,981 common shares at a weighted average price of $234.7384, in a sale described as satisfying tax withholding obligations tied to RSU vesting, and 191 RSUs converted into the same number of common shares. On January 21, 2026, she reported additional sales of 93, 2,470, and 600 common shares at weighted average prices of $235, $234.1157, and $235.8183, including trades made under a Rule 10b5-1 trading plan adopted on June 7, 2024. Following these transactions, she directly held 264,078 common shares and indirectly held 22,532 common shares in each of two trusts named Caraluna 1 Trust and Caraluna 2 Trust.

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^*

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)
01/20/2026

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								22,532	I	By Caraluna 1 Trust
Common Stock								22,532	I	By Caraluna 2 Trust
Common Stock	01/20/2026		S		2,981(1)	D	$234.7384	267,050	D
Common Stock	01/20/2026		M		191	A	(2)	267,241	D
Common Stock	01/21/2026		S		93(3)	D	$235	267,148	D
Common Stock	01/21/2026		S		2,470(4)	D	$234.1157(5)	264,678	D
Common Stock	01/21/2026		S		600(4)	D	$235.8183(6)	264,078	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	(2)	01/20/2026		M			191	(7)	(7)	Common Stock	191	$0	0	D

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 Restricted Stock Units (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 27, 2023.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

3. The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (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 28, 2022.

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

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $234.04 to $234.87 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $235.5650 to $236.1850 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 RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.

	/s/ Tami Chen, Attorney-in-Fact	01/22/2026
	** 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).
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FAQ

What insider activity did Natera (NTRA) report for Sheena Jonathan in January 2026?

The filing shows that co-founder and director Sheena Jonathan reported multiple transactions in Natera, Inc. common stock on January 20 and 21, 2026, including RSU vesting and related sales, as well as additional planned sales under a Rule 10b5-1 trading plan.

How many Natera (NTRA) shares did Sheena Jonathan sell on January 20–21, 2026?

On January 20, 2026, she sold 2,981 common shares at a weighted average price of $234.7384. On January 21, 2026, she reported sales of 93, 2,470, and 600 common shares at weighted average prices of $235, $234.1157, and $235.8183, respectively.

What RSU activity did the Natera (NTRA) Form 4 disclose for Sheena Jonathan?

The Form 4 notes that 191 RSUs converted into 191 shares of Natera common stock on January 20, 2026. A footnote explains that each RSU represents a contingent right to receive one share and that these RSUs vest over four years, with 25% vesting on January 20, 2023 and the rest in 12 equal quarterly installments.

Were any of Sheena Jonathan’s Natera (NTRA) share sales made to cover taxes on RSU vesting?

Yes. Footnotes state that certain sales were made to satisfy tax withholding and remittance obligations related to RSU vesting, pursuant to written instructions intended to meet the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Did Sheena Jonathan use a Rule 10b5-1 trading plan for some Natera (NTRA) sales?

According to the footnotes, some of the reported sales were effected under a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2024, which pre-arranged certain trades.

How many Natera (NTRA) shares does Sheena Jonathan hold after these transactions?

After the reported January 2026 transactions, she directly held 264,078 shares of Natera common stock. She also had indirect holdings of 22,532 shares in Caraluna 1 Trust and 22,532 shares in Caraluna 2 Trust.

What is Sheena Jonathan’s role at Natera (NTRA) mentioned in the Form 4?

The Form 4 identifies Sheena Jonathan as a director of Natera, Inc. and also notes her as a co-founder of the company.