Natera (NTRA) legal chief sells 1,861 shares to cover RSU tax obligations

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Natera, Inc. reported that its Secretary and Chief Legal Officer, Daniel Rabinowitz, sold a total of 1,861 shares of common stock in open‑market transactions. The sales, at prices of $204.39 and $203.75 per share, were made to satisfy tax withholding and remittance obligations arising from the vesting of Restricted Stock Units.

According to the filing, these transactions were executed under written instructions intended to meet the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, tied to stock unit agreements granted in January 2023 and January 2024. After these sales, Rabinowitz directly holds 223,024 shares of Natera common stock.

Insider Trade Summary 10b5-1

Net Seller: 1,861 shares ($379,811)

Net Sell 2 txns

Insider RABINOWITZ DANIEL

Role SEC. AND CHIEF LEGAL OFFICER

Sold 1,861 shs ($380K)

Type	Security	Shares	Price	Value
Sale	Common Stock	873	$203.75	$178K
Sale	Common Stock	988	$204.39	$202K

Holdings After Transaction: Common Stock — 224,012 shares (Direct, null)

Footnotes (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 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 26, 2024. 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 27, 2023.

Key Figures

Shares sold (lot 1): 988 shares Price per share (lot 1): $204.39 per share Shares sold (lot 2): 873 shares +3 more

6 metrics

Shares sold (lot 1) 988 shares Open-market sale of common stock on April 27, 2026 at $204.39

Price per share (lot 1) $204.39 per share Sale price for 988 Natera common shares on April 27, 2026

Shares sold (lot 2) 873 shares Open-market sale of common stock on April 27, 2026 at $203.75

Price per share (lot 2) $203.75 per share Sale price for 873 Natera common shares on April 27, 2026

Total shares sold 1,861 shares Combined open-market sales to cover RSU-related tax obligations

Shares held after transaction 223,024 shares Direct Natera common stock holdings after reported sales

Key Terms

Restricted Stock Units ("RSUs"), tax withholding, Rule 10b5-1(c), Stock Unit Agreement

4 terms

Restricted Stock Units ("RSUs") financial

"in connection with the vesting of Restricted Stock Units ("RSUs") and was made"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding financial

"effected in order to satisfy tax withholding and remittance obligations in connection"

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.

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.

Stock Unit Agreement financial

"contained in the Reporting Person's Stock Unit Agreement granted on January 26, 2024"

Form 4 Insider Transactions: What Each Field Means →

04/29/2026 - 09:35 PM

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).

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 DANIEL

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEC. AND CHIEF LEGAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2026		S		873⁽¹⁾	D	$203.75	224,012	D
Common Stock	04/27/2026		S		988⁽²⁾	D	$204.39	223,024	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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 26, 2024.

2. 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 27, 2023.

	/s/ Tami Chen, Attorney-in-Fact	04/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Natera (NTRA) disclose for Daniel Rabinowitz?

Natera disclosed that Daniel Rabinowitz sold 1,861 shares of common stock. The sales occurred in two open-market transactions linked to RSU vesting tax obligations, with prices slightly above $200 per share, and were executed under pre-established written instructions.

Why did Natera (NTRA) legal chief sell 1,861 shares of stock?

The shares were sold to satisfy tax withholding and remittance obligations from the vesting of Restricted Stock Units. This means the transactions were primarily to cover taxes due on equity compensation rather than discretionary portfolio changes or new investment decisions.

Were the Natera (NTRA) insider stock sales made under a Rule 10b5-1 plan?

Yes. The filing states the sales were made pursuant to written instructions intended to satisfy Rule 10b5-1(c) affirmative defense conditions. These instructions were contained in stock unit agreements granted in January 2023 and January 2024, indicating a pre-arranged trading framework.

At what prices did the Natera (NTRA) insider sell shares on April 27, 2026?

On April 27, 2026, 988 shares were sold at $204.39 per share and 873 shares at $203.75 per share. Both transactions involved Natera common stock and were reported as open-market sales associated with Restricted Stock Unit vesting taxes.

How many Natera (NTRA) shares does Daniel Rabinowitz hold after the reported sales?

After the reported transactions, Daniel Rabinowitz directly holds 223,024 shares of Natera common stock. This post-transaction figure comes from the Form 4 and shows that the tax-related sales represented a small portion of his overall direct holdings.

What is the role of Daniel Rabinowitz at Natera (NTRA) mentioned in the filing?

The filing identifies Daniel Rabinowitz as Natera’s Secretary and Chief Legal Officer. This executive role involves overseeing the company’s legal affairs and corporate governance, and his equity transactions must be reported publicly under SEC insider reporting rules.