Natera (NTRA) president logs small 291-share sale tied to RSU taxes

Rhea-AI Filing Summary

Natera, Inc. president and chief business officer John Fesko reported an open-market sale of 291 shares of common stock at $206.16 per share. After the transaction, he directly held 187,220 shares. The footnote states the sale was made to cover tax withholding obligations from RSU vesting under a written instruction intended to satisfy Rule 10b5-1(c) conditions.

Insights

Equity compensation and insider-transactions analyst

Small, pre-arranged sale linked to RSU tax withholding, not a discretionary share liquidation.

The filing shows John Fesko executed an open-market sale of 291 Natera common shares at $206.16 each. Following the sale, he still directly owns 187,220 shares, indicating the transaction is minor relative to his disclosed holdings.

The footnote explains the sale was effected to satisfy tax withholding and remittance obligations tied to vested RSUs, under a written instruction intended to meet Rule 10b5-1(c) affirmative defense conditions. This frames the transaction as a routine, compensation-related event rather than an opportunistic sale.

Because the transaction is small in size and linked to tax obligations from equity compensation, it typically carries limited signaling value about management’s view of Natera’s prospects, based on the information in this report alone.

Insider Trade Summary 10b5-1

Net Seller: 291 shares ($59,993)

Net Sell 1 txn

Insider Fesko John

Role PRESIDENT, CHIEF BUS. OFFICER

Sold 291 shs ($60K)

Type	Security	Shares	Price	Value
Sale	Common Stock	291	$206.16	$60K

Holdings After Transaction: Common Stock — 187,220 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 291 shares Sale price per share: $206.16 per share Shares held after sale: 187,220 shares +1 more

4 metrics

Shares sold 291 shares Open-market sale of Natera common stock

Sale price per share $206.16 per share Price for the 291-share sale

Shares held after sale 187,220 shares Direct ownership after the transaction

Transaction date 2026-05-01 Date of reported open-market sale

Key Terms

Restricted Stock Units (RSUs), tax withholding and remittance obligations, Rule 10b5-1(c), affirmative defense conditions

4 terms

Restricted Stock Units (RSUs) financial

"in connection with the vesting of RSUs and was made"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax withholding and remittance obligations financial

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

Rule 10b5-1(c) regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"

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.

affirmative defense conditions regulatory

"intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)"

Form 4 Insider Transactions: What Each Field Means →

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).

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 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)
	PRESIDENT, CHIEF BUS. OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		S		291(1)	D	$206.16	187,220	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 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 31, 2025.

	/s/ Tami Chen, Attorney-in-Fact	05/05/2026
	** 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)

FAQ

What insider transaction did Natera (NTRA) executive John Fesko report on this Form 4?

John Fesko reported selling 291 shares of Natera common stock in an open-market transaction at $206.16 per share. After this sale, he directly held 187,220 shares, according to the Form 4 insider ownership data provided.

Why did John Fesko’s Natera (NTRA) Form 4 sale of shares occur?

The sale was executed to satisfy tax withholding and remittance obligations arising from the vesting of restricted stock units (RSUs). The footnote clarifies this was a compensation-related, tax-driven transaction rather than a discretionary portfolio trade.

How many Natera (NTRA) shares does John Fesko hold after the reported Form 4 transaction?

Following the reported sale, John Fesko directly holds 187,220 shares of Natera common stock. This figure reflects his remaining direct ownership as stated in the Form 4 after disposing of 291 shares in the tax-related sale.

At what price were the Natera (NTRA) shares sold in John Fesko’s Form 4 filing?

The 291 Natera common shares were sold at an average price of $206.16 per share. This price is explicitly listed in the Form 4 transaction details for the open‑market sale executed on the reported transaction date.

Was John Fesko’s Natera (NTRA) share sale under a Rule 10b5-1 trading arrangement?

Yes. The footnote states the sale was made under a written instruction intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). This indicates the transaction followed a pre-established plan embedded in his stock unit agreement.