Chapman Steven Leonard 4

What Happened

Steven L. Chapman, President and CEO and a director of Natera, sold shares in two open‑market transactions tied to RSU vesting. On 2026-01-20 he sold 71,932 shares at $234.74 for proceeds of $16,885,203; on 2026-01-21 he sold 1,590 shares at $235.00 for $373,650. On 2026-01-20 the filing also shows conversion/exercise activity of 3,386 RSUs (acquired) and a corresponding disposition of 3,386 derivative shares at $0.00 related to tax withholding.

Key Details

• Transaction dates and prices:
  • 2026-01-20: Sale of 71,932 shares at $234.74 — $16,885,203.
  • 2026-01-20: Conversion/exercise of 3,386 RSUs (acquired); 3,386 derivative shares marked disposed at $0.00 (tax withholding).
  • 2026-01-21: Sale of 1,590 shares at $235.00 — $373,650.
  • Total gross proceeds from open‑market sales: $17,258,853.
• Shares owned after transaction: Not specified in the provided summary; see the full Form 4 for current holdings.
• Footnotes / notable points:
  • Sales were effected to satisfy tax withholding/remittance obligations in connection with RSU vesting and were made pursuant to written instructions intended to satisfy Rule 10b5‑1(c) affirmative defense (per Reporting Person’s Stock Unit Agreements dated Jan 27, 2023 and Jan 28, 2022).
  • Each RSU equals a contingent right to one share; RSUs vest over four years (25% on Jan 20, 2023, remainder in 12 equal quarterly installments).
• Filing timeliness: Report filed 2026-01-22 for transactions on 2026-01-20 and 2026-01-21 — appears to be timely (Form 4 is normally due within two business days).

Context

• The filing shows RSU vesting and immediate share disposition to cover tax withholding rather than an unrelated open‑market sale for investment purposes; such withholding sales are common and typically routine.
• "M" transactions reflect exercise/conversion of derivative instruments (here, RSUs converting to shares); the $0.00 disposition entry indicates shares surrendered/used for tax obligations rather than sold for cash.