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Natera, Inc. (NTRA) CEO Chapman discloses Rule 10b5-1 stock sales

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Natera, Inc. CEO and President Steven Leonard Chapman reported multiple stock sales in early February 2026. On February 2 and 3, he sold several blocks of Natera common stock at weighted average prices generally between $228.50 and $234.00 per share, in open-market transactions.

The filing states that most sales on February 2 were made under a Rule 10b5-1 trading plan adopted on December 11, 2023 and amended on December 2, 2024, which automates trading according to preset instructions. A separate February 3 sale of 4,725 shares at a weighted average price of $230.768 was made to cover tax withholding tied to vesting restricted stock units. After these transactions, Chapman directly owned 123,156 shares of Natera common stock.

Positive

  • None.

Negative

  • None.
Insider Chapman Steven Leonard
Role CEO AND PRESIDENT
Sold 90,024 shs ($20.77M)
Type Security Shares Price Value
Sale Common Stock 4,725 $230.768 $1.09M
Sale Common Stock 6,631 $229.0846 $1.52M
Sale Common Stock 41,847 $230.0274 $9.63M
Sale Common Stock 20,079 $230.9464 $4.64M
Sale Common Stock 9,197 $232.4067 $2.14M
Sale Common Stock 7,445 $233.3118 $1.74M
Sale Common Stock 100 $234.00 $23K
Holdings After Transaction: Common Stock — 123,156 shares (Direct)
Footnotes (1)
  1. The sale of shares was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2023, as amended on December 2, 2024. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.50 to $229.43 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.61 to $230.60 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.61 to $231.55 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.94 to $232.92 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.94 to $233.83 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 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 31, 2025.
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*
Chapman Steven Leonard
(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)
CEO AND PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026
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 02/02/2026 S 6,631(1) D $229.0846(2) 206,549 D
Common Stock 02/02/2026 S 41,847(1) D $230.0274(3) 164,702 D
Common Stock 02/02/2026 S 20,079(1) D $230.9464(4) 144,623 D
Common Stock 02/02/2026 S 9,197(1) D $232.4067(5) 135,426 D
Common Stock 02/02/2026 S 7,445(1) D $233.3118(6) 127,981 D
Common Stock 02/02/2026 S 100(1) D $234 127,881 D
Common Stock 02/03/2026 S 4,725(7) D $230.768 123,156 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 pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2023, as amended on December 2, 2024.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.50 to $229.43 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $229.61 to $230.60 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $230.61 to $231.55 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $231.94 to $232.92 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $232.94 to $233.83 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. 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 31, 2025.
/s/ Tami Chen, Attorney-in-Fact 02/04/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Natera (NTRA) report in this Form 4?

The Form 4 reports that CEO and President Steven Leonard Chapman sold several blocks of Natera common stock on February 2 and 3, 2026, in open-market transactions, and remained the direct owner of 123,156 shares after the reported sales.

On what dates did the Natera (NTRA) CEO sell shares and at what prices?

Steven Leonard Chapman sold Natera common stock on February 2 and February 3, 2026. The weighted average sale prices ranged from about $228.50 to $234.00 per share, based on multiple trades within price ranges detailed in the Form 4 footnotes.

How many Natera (NTRA) shares did the CEO hold after these Form 4 sales?

Following the reported transactions on February 2 and 3, 2026, Steven Leonard Chapman directly owned 123,156 shares of Natera common stock, according to the Form 4’s post-transaction ownership column for the final reported sale.

Were Natera (NTRA) CEO’s stock sales under a Rule 10b5-1 plan?

Yes. The filing states that the share sales were effected under a Rule 10b5-1 trading plan adopted by Steven Leonard Chapman on December 11, 2023, and amended on December 2, 2024, which provides preset instructions for executing trades over time.

Why did the Natera (NTRA) CEO sell 4,725 shares on February 3, 2026?

The Form 4 explains that the 4,725-share sale on February 3, 2026 was made to satisfy tax withholding and remittance obligations arising from the vesting of restricted stock units, pursuant to a written instruction under the executive’s stock unit agreement.

What do the weighted average prices in the Natera (NTRA) Form 4 mean?

Each reported price is a weighted average for multiple trades executed within a specified price range. The filing notes that individual trades occurred at different prices within those ranges, and the reporting person will provide detailed breakdowns on request.