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4//SEC Filing

Brophy Michael Burkes 4

Accession 0001697362-26-000002

CIK 0001604821other
View on SEC.govCompany Profile

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 9:35 PM ET

Size

12.6 KB

Accession

0001697362-26-000002

Research Summary

AI-generated summary of this filing

Updated

Natera (NTRA) CFO Michael Brophy Sells Shares

What Happened
Natera CFO Michael Brophy sold a total of 61,123 shares in open-market/private transactions on Jan 20–21, 2026, generating about $14.64 million in proceeds. Separately, 1,522 restricted stock units (RSUs) were converted to shares (exercise/conversion), and 1,522 shares were surrendered/disposed with $0 proceeds to satisfy tax withholding related to the RSU vesting.

Key Details

  • Transaction dates & prices:
    • 2026-01-20: Sold 23,948 shares at $234.74 each — $5,621,515.
    • 2026-01-20: Converted/exercised 1,522 RSUs (acquired; no cash price reported).
    • 2026-01-20: Disposed 1,522 shares (derivative withholding) at $0.00 — $0 (tax withholding).
    • 2026-01-21: Sold 602 shares at $235.00 — $141,470.
    • 2026-01-21: Sold 36,573 shares at $242.67 — $8,875,115.
  • Total open-market/private sales: 61,123 shares for ~$14,638,100.
  • Shares owned after transaction: Not specified in the provided excerpt of the filing.
  • Notable footnotes:
    • Some sales were made to satisfy tax withholding on RSU vesting under written instructions intended to meet Rule 10b5-1(c) conditions (grants dated Jan 27, 2023 and Jan 28, 2022).
    • Other sales were effected pursuant to a Rule 10b5-1 trading plan adopted June 9, 2025 and modified Sept 10, 2025.
    • RSU vesting: 25% vested Jan 20, 2023; remaining RSUs vest in 12 equal quarterly installments thereafter.
  • Filing timeliness: Form 4 filed Jan 22, 2026 for transactions on Jan 20–21, 2026 — appears timely (filed within the Form 4 reporting window).

Context

  • These transactions were mainly sales and tax-withholding related to RSU vesting, not open-market purchases (which are often viewed as stronger bullish signals).
  • The conversion/exercise of RSUs followed by surrender of shares for tax withholding is a common, routine action when equity awards vest.
  • Sales under a 10b5-1 plan indicate pre-planned dispositions rather than ad-hoc trades; this can provide some procedural protection under insider trading rules but does not imply a view on company prospects.

Insider Transaction Report

Form 4
Period: 2026-01-20
Natera, Inc.NTRA
Brophy Michael Burkes
CHIEF FINANCIAL OFFICER
Transactions
  • Sale

    Common Stock

    [F1]
    2026-01-20$234.74/sh−23,948$5,621,515→ 99,776 total
  • Exercise/Conversion

    Common Stock

    [F2]
    2026-01-20+1,522→ 101,298 total
  • Sale

    Common Stock

    [F3]
    2026-01-21$235.00/sh−602$141,470→ 100,696 total
  • Sale

    Common Stock

    [F4]
    2026-01-21$242.67/sh−36,573$8,875,115→ 64,123 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F2][F5]
    2026-01-20−1,522→ 0 total
    → Common Stock (1,522 underlying)
Footnotes (5)
  • [F1]The sale of shares was effected in order to satisfy tax withholding and remittance obligations in connection with the vesting of Restricted Stock Units (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.
  • [F2]Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
  • [F3]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 28, 2022.
  • [F4]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2025, as modified on September 10, 2025.
  • [F5]The RSUs vest over four years. 25% of the RSUs vested on January 20, 2023 and the remaining shares vest in 12 equal quarterly installments thereafter.
Signature
/s/ Tami Chen, Attorney-in-Fact|2026-01-22

Documents

1 file

Issuer

Natera, Inc.

CIK 0001604821

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Entity typeother

Related Parties

1
  • filerCIK 0001697362

Filing Metadata

Form type
4
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 9:35 PM ET
Size
12.6 KB
View on SEC.gov