Form 4: Natera CEO Chapman Sells Shares for Tax Obligations
Insider Transaction Report
Natera's CEO and President, Steven Leonard Chapman, reported sales of common stock totaling 73,522 shares to cover tax obligations related to Restricted Stock Unit vesting.
Summary
- Steven Leonard Chapman, Natera's CEO and President, reported transactions involving Natera common stock.
- On January 20, 2026, Chapman sold 71,932 shares at $234.7384 per share to cover tax withholding obligations from Restricted Stock Unit (RSU) vesting.
- Also on January 20, 2026, 3,386 shares of common stock were acquired through the vesting of RSUs.
- On January 21, 2026, an additional 1,590 shares were sold at $235 per share, also to satisfy tax withholding related to RSU vesting.
- All sales were conducted under a Rule 10b5-1(c) plan, indicating pre-scheduled transactions.
- Following these transactions, Chapman directly beneficially owns 219,150 shares of Natera Common Stock.
Sentiment
Score: 5
Explanation: The sentiment is neutral as the transactions are routine, pre-planned sales for tax purposes related to RSU vesting, rather than discretionary sales indicating a change in insider sentiment. The CEO retains a substantial stake.
Positives
- The transactions are routine, pre-planned sales under a Rule 10b5-1(c) plan, primarily to cover tax obligations associated with RSU vesting, rather than discretionary sales.
- The CEO continues to hold a significant direct beneficial ownership of 219,150 shares, indicating continued alignment with shareholder interests.
Negatives
- Sales of common stock by an insider, even for tax purposes, reduce their direct ownership stake.
Future Outlook
NA
Industry Context
NA
Related Party Transactions
- The transactions involve the CEO and President, Steven Leonard Chapman, selling shares to cover tax obligations arising from his compensation (RSUs).
Stakeholder Impact
- Shareholders: The CEO's direct beneficial ownership remains significant, aligning his interests with shareholders, despite the tax-related sales.
- Employees: No direct impact mentioned.
Next Steps
- Remaining RSUs will vest in 12 equal quarterly installments after January 20, 2023.
Key Dates
| Date | Description |
|---|---|
| 2022-01-28 | Date of Stock Unit Agreement grant related to the shares sold on January 21, 2026. |
| 2023-01-20 | Date when 25% of certain Restricted Stock Units (RSUs) vested, with remaining shares vesting in 12 equal quarterly installments thereafter. |
| 2023-01-27 | Date of Stock Unit Agreement grant related to the shares sold on January 20, 2026. |
| 2026-01-20 | Sale of 71,932 shares and acquisition of 3,386 shares due to RSU vesting. |
| 2026-01-21 | Sale of 1,590 shares due to RSU vesting. |
| 2026-01-22 | Filing date of the Form 4. |
Recommendation
holdThe reported transactions are routine, pre-scheduled sales by the CEO to cover tax liabilities associated with RSU vesting, not a discretionary sale based on new information or a change in outlook. The CEO retains a substantial equity stake in Natera, Inc. As such, these transactions do not provide a basis for a change in investment recommendation and the stock should be held based on existing fundamental analysis.
Keywords
Natera, NTRA, Steven Leonard Chapman, CEO, Insider Trading, Form 4, Stock Sale, RSU Vesting, Tax Withholding, Rule 10b5-1
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