| 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 |
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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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Natera, Inc. [ NTRA ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 09/23/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 221,314 | D | ||||||||
| Common Stock | 09/23/2026 | S | 400(1) | D | $385.1025(2) | 17,632 | I | By Caraluna 1 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 2,175(1) | D | $386.7144(4) | 15,457 | I | By Caraluna 1 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 2,734(1) | D | $387.6545(5) | 12,723 | I | By Caraluna 1 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 1,293(1) | D | $388.7071(6) | 11,430 | I | By Caraluna 1 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 2,320(1) | D | $389.685(7) | 9,110 | I | By Caraluna 1 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 110(1) | D | $390.42 | 9,000 | I | By Caraluna 1 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 390(1) | D | $385.2906(8) | 17,642 | I | By Caraluna 2 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 2,300(1) | D | $386.6396(9) | 15,342 | I | By Caraluna 2 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 2,846(1) | D | $387.7351(10) | 12,496 | I | By Caraluna 2 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 1,341(1) | D | $388.7637(11) | 11,155 | I | By Caraluna 2 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 1,935(1) | D | $389.7108(12) | 9,220 | I | By Caraluna 2 Trust(3) | ||
| Common Stock | 09/23/2026 | S | 220(1) | D | $390.525(13) | 9,000 | I | By Caraluna 2 Trust(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 June 11, 2026. |
| 2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $385.0350 to $385.1900 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. Held for the benefit of the beneficiaries of the trust. The Reporting Person disclaims beneficial ownership over such securities. |
| 4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $386.1750 to $387.1700 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 $387.21 to $388.12 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 $388.3050 to $389.0400 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $389.3650 to $390.2850 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. |
| 8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $385.0350 to $386.0150 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. |
| 9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $386.17 to $387.16 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. |
| 10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $387.21 to $388.19 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. |
| 11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $388.35 to $389.33 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. |
| 12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $389.3650 to $390.2050 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. |
| 13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $390.42 to $390.63 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. |
| /s/ Tami Chen, Attorney-in-Fact | 09/25/2026 | |
| ** 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) | ||