[Form 4] Natera, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Natera director Rowan E. Chapman reported multiple equity transactions in Form 4. On 06/27/2025 the reporting person received 2,143 RSUs that vest in full on 06/12/2026 (accelerated vesting on a change in control) and 271 RSUs of which 25% vested immediately and the remainder vest in three equal quarterly installments. On 07/25/2025 an additional 149 RSUs were issued in lieu of quarterly director retainer fees and were fully vested at issuance. On 08/28/2025 the reporting person sold 2,750 shares at $166.99 per share. After these transactions the reporting person beneficially owned 6,015 shares. The Form 4 was signed by an attorney-in-fact on 09/02/2025.

Positive

• RSU awards granted to the director, including a 2,143-RSU grant with change-in-control acceleration
• Partial immediate vesting for 271 RSUs (25% vested immediately) enhancing retention alignment
• Retainer paid in fully vested RSUs (149 RSUs) — no cash outlay reflected for director fees

Negative

• Open-market sale of 2,750 shares at $166.99, reducing the director's holdings to 6,015 shares

Insights

Corporate Governance Expert

TL;DR: Routine director compensation in RSUs with one open-market sale; vesting terms include change-in-control protection.

The filing shows standard director equity awards and a discrete sale. The issuance of RSUs with a full-vesting date and change-in-control acceleration is typical for aligning board incentives and protecting value on corporate transactions. The 25% immediate vesting tranche and quarterly vesting schedule are common for midterm retention. The 2,750-share sale at $166.99 appears to be a liquidity event rather than a structured disposition, and the filing was executed by an attorney-in-fact consistent with delegated filing practices.

Securities Analyst

TL;DR: Modest insider inflows from RSU grants offset by a single sale of 2,750 shares; net holdings remain in the low thousands.

The reporting person received three RSU issuances totaling 2,563 RSUs on two dates and used one issuance to cover director retainer fees. The sale of 2,750 shares at $166.99 reduced holdings to 6,015 shares. These are routine transactions for a director and do not, on their face, indicate a material change in control or company outlook. All transaction details including prices, quantities, vesting schedules, and post-transaction beneficial ownership are disclosed in the Form 4.

09/02/2025 - 09:05 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
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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).

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 Rowan E

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

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	06/27/2025		A		2,143(1)	A	(2)	8,345	D
Common Stock	06/27/2025		A		271(3)	A	(2)	8,616	D
Common Stock	07/25/2025		A		149(4)	A	(2)	8,765	D
Common Stock	08/28/2025		S		2,750	D	$166.99	6,015	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. Represents the issuance of restricted stock units ("RSUs") that shall vest in full on June 12, 2026. The RSUs will become fully vested in the event that the Issuer is subject to a change in control.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

3. Represents the issuance of RSUs to the Reporting Person. 25% of the RSUs vest immediately and the remaining RSUs vest in three equal quarterly installments thereafter.

4. Represents the issuance of RSUs to the Reporting Person in lieu of quarterly retainer fees of $23,125 for service on the Issuer's Board of Directors. The RSUs were fully vested at the time of issuance.

	/s/ Vincent Fontanilla, Attorney-in-Fact	09/02/2025
	** 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

What transactions did NTRA director Rowan E. Chapman report on Form 4?

The Form 4 reports RSU issuances on 06/27/2025 and 07/25/2025 and a sale of 2,750 shares on 08/28/2025 at $166.99 per share.

How many RSUs were issued to the reporting person and when do they vest?

2,143 RSUs vest in full on 06/12/2026 (accelerated on change in control); 271 RSUs had 25% immediate vesting with the remainder in three quarterly installments; 149 RSUs were issued and fully vested at issuance.

What was the sale price and quantity for the reported disposition?

2,750 shares were sold on 08/28/2025 at $166.99 per share.

What is the reporting person’s beneficial ownership after these transactions?

6,015 shares beneficially owned following the reported transactions.

Who signed the Form 4 and when?

The form was signed by Vincent Fontanilla, Attorney-in-Fact, on 09/02/2025.