Brophy Michael Burkes 4

What Happened

• Michael Brophy, Chief Financial Officer of Natera (NTRA), received an award of 1,968 restricted stock units (RSUs) on 2026-03-09 that were fully vested at issuance, and subsequently sold 785 shares on 2026-03-10 in an open-market transaction.
• The 785 shares were sold at $204.13 per share, generating proceeds of approximately $160,244. The sale was made to satisfy tax withholding and remittance obligations tied to the RSU vesting.

Key Details

• Transaction dates and prices:
  • 2026-03-09: Award of 1,968 RSUs (fully vested) — each RSU represents a contingent right to one share.
  • 2026-03-10: Open-market sale of 785 shares at $204.13 per share (total ≈ $160,244).
• Purpose of sale: To satisfy tax withholding/remittance related to RSU vesting; executed pursuant to a written instruction intended to meet the affirmative defense conditions of Rule 10b5-1(c).
• Shares owned after transaction: Not disclosed in the filing.
• Filing timeliness: Reported on Form 4 filed 2026-03-11; the filing does not indicate a late report.

Context

• RSU grants that are fully vested convert to shares; selling some shares to cover taxes is a common, routine practice and does not necessarily indicate a change in insider sentiment.
• The sale was executed under written instructions tied to the RSU award agreement (10b5-1 related), which can provide an affirmative defense under insider trading rules when properly structured.