Natera, Inc. (NTRA) CEO Chapman discloses Rule 10b5-1 stock sales

Rhea-AI Filing Summary

Natera, Inc. CEO and President Steven Leonard Chapman reported multiple stock sales in early February 2026. On February 2 and 3, he sold several blocks of Natera common stock at weighted average prices generally between $228.50 and $234.00 per share, in open-market transactions.

The filing states that most sales on February 2 were made under a Rule 10b5-1 trading plan adopted on December 11, 2023 and amended on December 2, 2024, which automates trading according to preset instructions. A separate February 3 sale of 4,725 shares at a weighted average price of $230.768 was made to cover tax withholding tied to vesting restricted stock units. After these transactions, Chapman directly owned 123,156 shares of Natera common stock.

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
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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^*

Chapman Steven Leonard

(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)
	CEO AND PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		S		6,631(1)	D	$229.0846(2)	206,549	D
Common Stock	02/02/2026		S		41,847(1)	D	$230.0274(3)	164,702	D
Common Stock	02/02/2026		S		20,079(1)	D	$230.9464(4)	144,623	D
Common Stock	02/02/2026		S		9,197(1)	D	$232.4067(5)	135,426	D
Common Stock	02/02/2026		S		7,445(1)	D	$233.3118(6)	127,981	D
Common Stock	02/02/2026		S		100(1)	D	$234	127,881	D
Common Stock	02/03/2026		S		4,725(7)	D	$230.768	123,156	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

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, 2023, as amended on December 2, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.50 to $229.43 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.61 to $230.60 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.61 to $231.55 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.94 to $232.92 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 $232.94 to $233.83 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 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 31, 2025.

	/s/ Tami Chen, Attorney-in-Fact	02/04/2026
	** 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).
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FAQ

What insider transaction did Natera (NTRA) report in this Form 4?

The Form 4 reports that CEO and President Steven Leonard Chapman sold several blocks of Natera common stock on February 2 and 3, 2026, in open-market transactions, and remained the direct owner of 123,156 shares after the reported sales.

On what dates did the Natera (NTRA) CEO sell shares and at what prices?

Steven Leonard Chapman sold Natera common stock on February 2 and February 3, 2026. The weighted average sale prices ranged from about $228.50 to $234.00 per share, based on multiple trades within price ranges detailed in the Form 4 footnotes.

How many Natera (NTRA) shares did the CEO hold after these Form 4 sales?

Following the reported transactions on February 2 and 3, 2026, Steven Leonard Chapman directly owned 123,156 shares of Natera common stock, according to the Form 4’s post-transaction ownership column for the final reported sale.

Were Natera (NTRA) CEO’s stock sales under a Rule 10b5-1 plan?

Yes. The filing states that the share sales were effected under a Rule 10b5-1 trading plan adopted by Steven Leonard Chapman on December 11, 2023, and amended on December 2, 2024, which provides preset instructions for executing trades over time.

Why did the Natera (NTRA) CEO sell 4,725 shares on February 3, 2026?

The Form 4 explains that the 4,725-share sale on February 3, 2026 was made to satisfy tax withholding and remittance obligations arising from the vesting of restricted stock units, pursuant to a written instruction under the executive’s stock unit agreement.

What do the weighted average prices in the Natera (NTRA) Form 4 mean?

Each reported price is a weighted average for multiple trades executed within a specified price range. The filing notes that individual trades occurred at different prices within those ranges, and the reporting person will provide detailed breakdowns on request.