[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Executive Chairman and Director Matthew Rabinowitz of Natera, Inc. (NTRA) reported a series of six open-market sales executed by his spouse between 15 May 2025 and 13 Jun 2025.

• Total shares sold: 54,000
• Sale prices: $150.20 – $165.85
• Approximate gross proceeds: ≈ $8.4 million
• Indirect share balance (spouse): reduced from 74,000 to 30,000
• Direct ownership (Rabinowitz): 2,362,570 shares unchanged

No derivative transactions were reported, and the filing does not indicate a Rule 10b5-1 trading plan. The sales represent a 73% reduction of the spouse’s holdings but leave the insider with a substantial direct stake, suggesting continued alignment with shareholders despite the liquidity event.

Positive

• Significant direct ownership maintained: Rabinowitz still holds 2,362,570 shares, signalling continued long-term alignment with shareholders.

Negative

• Material insider selling: 54,000 shares (≈73% of spouse’s stake) sold for ≈$8.4 million over four weeks, potentially a bearish sentiment signal.

Insights

Securities Analyst

TL;DR: Large insider sales (54k shares) by chairman’s spouse; direct stake remains sizable—signal is modestly negative.

The transactions clustered over four weeks at progressively higher prices ($150→$166) indicate opportunistic selling during share strength. Although the insider still controls 2.36 million shares directly, the spouse’s position has fallen 73%, which can be viewed as lowered confidence or personal diversification. Absence of a disclosed 10b5-1 plan raises perception risk. From a trading perspective the volume is small versus NTRA’s daily liquidity but worth monitoring for additional sales.

Corporate Governance Expert

TL;DR: Routine Form 4; no governance red flags, impact limited.

Rabinowitz remains executive chairman and a major holder. The filing meets Section 16 obligations, is timely, and contains no amendments or omissions. Governance impact is minimal because direct ownership is unaltered and the company retains insider alignment. Unless sales continue, this event is not material to control dynamics.

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 Matthew

(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)
	EXECUTIVE CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2025

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								2,362,570	D
Common Stock	05/15/2025		S		10,000	D	$150.2	74,000	I	By spouse
Common Stock	05/16/2025		S		10,000	D	$152.6	64,000	I	By spouse
Common Stock	05/16/2025		S		9,000	D	$153.1	55,000	I	By spouse
Common Stock	05/20/2025		S		10,000	D	$153.9	45,000	I	By spouse
Common Stock	05/28/2025		S		10,000	D	$161	35,000	I	By spouse
Common Stock	06/13/2025		S		5,000	D	$165.85	30,000	I	By spouse

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:

	/s/ Tami Chen, Attorney-in-Fact	06/20/2025
	** 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

How many NTRA shares did Matthew Rabinowitz’s spouse sell according to the Form 4?

54,000 shares were sold between 15 May 2025 and 13 Jun 2025.

At what prices were the NTRA shares sold?

Sales occurred between $150.20 and $165.85 per share.

What is Matthew Rabinowitz’s current direct ownership in Natera (NTRA)?

The Form 4 lists 2,362,570 common shares owned directly.

Did the Form 4 reference a Rule 10b5-1 trading plan for these sales?

No. The filing does not check the box indicating the transactions were under a 10b5-1 plan.

How much did the spouse’s indirect holdings decrease after the reported sales?

Indirect holdings fell from 74,000 to 30,000 shares, a ~73% reduction.