Form 4: Natera CEO Chapman's Routine Stock Transactions
Insider Transaction Report
Natera CEO Steven Chapman acquired shares from RSU vesting and sold a portion to cover tax obligations under a pre-arranged plan.
Summary
- Steven Leonard Chapman, CEO and President of Natera, Inc. (NTRA), reported changes in his beneficial ownership.
- On October 20, 2025, 3,386 Restricted Stock Units (RSUs) vested and converted into common stock.
- Following this, on October 21, 2025, Chapman sold 1,603 shares of Natera common stock at a price of $187.95 per share.
- This sale was executed to satisfy tax withholding and remittance obligations associated with the RSU vesting.
- The transactions were conducted under a Rule 10b5-1(c) plan, which was established via a Stock Unit Agreement granted on January 28, 2022.
- After these transactions, Chapman beneficially owns 155,855 shares of common stock and 3,386 derivative Restricted Stock Units.
Sentiment
Score: 5
Explanation: Neutral. This is a routine, pre-planned insider transaction for tax purposes, not indicative of positive or negative company performance or executive sentiment.
Positives
- Vesting of 3,386 Restricted Stock Units (RSUs) indicates a portion of the executive's long-term incentive compensation has matured.
Negatives
- Sale of 1,603 shares of common stock, reducing direct beneficial ownership, although for tax purposes.
Risks
- Fluctuations in Natera's stock price could impact the value of the remaining shares beneficially owned by the CEO.
Future Outlook
The remaining Restricted Stock Units (RSUs) will vest in 12 equal quarterly installments after January 20, 2023.
Industry Context
This is a standard insider transaction for an executive, typically occurring when long-term equity compensation (like RSUs) vests, and a portion is sold to cover tax liabilities. Such transactions are common across all industries for publicly traded companies.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compliance Mechanism | The transaction was conducted under a Rule 10b5-1(c) plan, which provides an affirmative defense against insider trading allegations by allowing insiders to set up pre-planned trades. | January 28, 2022 | Enhances transparency and reduces potential for insider trading concerns by pre-scheduling transactions. |
Stakeholder Impact
- Shareholders: A minor increase in shares available on the market from the sale, but overall impact is negligible due to the routine nature and small volume relative to total outstanding shares.
Next Steps
- Remaining Restricted Stock Units (RSUs) will vest in 12 equal quarterly installments after January 20, 2023.
Key Dates
| Date | Description |
|---|---|
| January 28, 2022 | Date the Reporting Person's Stock Unit Agreement was granted. |
| January 20, 2023 | 25% of the Restricted Stock Units (RSUs) vested. |
| October 20, 2025 | 3,386 Restricted Stock Units (RSUs) vested and converted into common stock. |
| October 21, 2025 | Sale of 1,603 common shares to satisfy tax withholding obligations. |
| October 22, 2025 | Date of filing of the Statement of Changes in Beneficial Ownership. |
Keywords
Natera, NTRA, Steven Chapman, CEO, Form 4, insider trading, stock transaction, RSU, restricted stock unit, 10b5-1 plan, beneficial ownership
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