Natera (NTRA) officer sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Natera, Inc. officer John Fesko reported small automatic sales of common stock tied to restricted stock unit vesting. On January 27, 2026, he sold 784 shares at $240.5313 each, and on January 28, 2026 he sold 928 shares at $237.6624 each. The transactions were made to satisfy tax withholding and remittance obligations under pre-set instructions intended to meet Rule 10b5-1(c) affirmative defense conditions. After these sales, he beneficially owned 175,540 shares of Natera common stock directly.

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
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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^*

Fesko John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CHIEF BUS. OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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	01/27/2026		S		784(1)	D	$240.5313	176,468	D
Common Stock	01/28/2026		S		928(2)	D	$237.6624	175,540	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 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 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 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	01/29/2026
	** 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.

FAQ

What insider activity did Natera (NTRA) officer John Fesko report?

John Fesko reported selling Natera common stock in two small transactions. He sold 784 shares on January 27, 2026 and 928 shares on January 28, 2026, both as part of tax withholding related to restricted stock unit vesting under pre-arranged instructions.

How many Natera (NTRA) shares did John Fesko sell and at what prices?

He sold 784 Natera shares at $240.5313 each on January 27, 2026, and 928 shares at $237.6624 each on January 28, 2026. These sales were disclosed as part of a Form 4 insider transaction report filed under Section 16 rules.

Why were John Fesko’s Natera (NTRA) share sales executed?

The sales were executed to cover tax withholding and remittance obligations from vesting restricted stock units. They were carried out under written instructions in stock unit agreements designed to satisfy Rule 10b5-1(c) affirmative defense conditions under the Exchange Act for pre-planned trades.

How many Natera (NTRA) shares does John Fesko hold after these transactions?

Following the reported sales, John Fesko beneficially owned 175,540 shares of Natera common stock directly. This post-transaction balance reflects the remaining holdings after selling a total of 1,712 shares across the two tax-related transactions on January 27 and 28, 2026.

What is John Fesko’s role at Natera (NTRA) mentioned in the filing?

The filing identifies John Fesko as an officer of Natera, serving as President and Chief Business Officer. This position makes him a reporting person under Section 16, requiring disclosure of changes in his beneficial ownership of Natera’s equity securities through Form 4 filings.