UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2025

Natera, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37478

01-0894487

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

13011 McCallen Pass
Building A, Suite 100

Austin, TX 78753

(Address of principal executive offices, including zip code)

(650) 980-9190

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, par value $0.0001 per share

NTRA

Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described below, on June 12, 2025, Natera, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Amended and Restated 2015 Plan”). The Amendment increases the shares reserved for issuance under the Amended and Restated 2015 Plan by 3.6 million shares of the Company’s common stock,.

The Company’s officers and directors are among the persons eligible to receive awards under the Amended and Restated 2015 Plan in accordance with the terms and conditions thereunder. A detailed summary of the Amendment is set forth in Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting (the “Proxy Statement”), which was filed with the U.S. Securities and Exchange Commission on April 24, 2025. Such detailed summary of the Amendment and the foregoing description of the Amendment are qualified in their entirety by reference to the full text of the Amended and Restated 2015 Plan and the forms thereunder, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 12, 2025, at the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Proxy Statement.

Only stockholders of record as of the close of business on April 15, 2025, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 135,952,062 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The holders of a total of 117,454,679 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum of the issued and outstanding shares on the record date of the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of the Company’s common stock was entitled to one vote for each share of common stock held as of the close of business on the record date.

The tabulation of the stockholders’ votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of three directors to serve as Class I directors until the 2028 annual meeting of stockholders or until his or her successor is duly elected and qualified:

Name	For	Withheld	Broker Non-Votes
Roy Baynes	91,013,565	21,534,462	4,906,652
Gail Marcus	79,701,229	32,846,798	4,906,652
Ruth Williams-Brinkley	109,000,744	3,547,283	4,906,652

Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For		Against		Abstentions		Broker Non-Votes
116,762,105		662,144		30,430		0

Proposal 3: The advisory vote on the compensation of the Company’s named executive officers:

For		Against		Abstentions		Broker Non-Votes
107,796,630		4,604,390		147,007		4,906,652

Proposal 4: The approval of an amendment to the Amended and Restated 2015 Equity Incentive Plan:

For		Against		Abstentions		Broker Non-Votes
83,347,717		29,141,954		58,356		4,906,652

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amended and Restated 2015 Equity Incentive Plan, as amended.
104		Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Natera, Inc.

	By:	/s/ Michael Brophy
		Michael Brophy
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Dated: June 18, 2025

Natera, Inc. 8-K