10-K: Natera Reports Strong Revenue Growth, Expands Oncology Portfolio
Annual Report
Natera, Inc. reported significant revenue growth in 2025, driven by increased test volumes across its oncology, women's health, and organ health segments, alongside strategic acquisitions and facility expansions.
Summary
- Total revenues for the year ended December 31, 2025, increased by 35.9% to $2,306.1 million, up from $1,696.9 million in 2024 and $1,082.6 million in 2023.
- Product revenues, primarily from Signatera, Panorama, and Horizon tests, accounted for $2,295.8 million in 2025, representing nearly 100% of total revenues.
- The company processed approximately 3.5 million tests in 2025, an increase from 3.1 million in 2024 and 2.5 million in 2023.
- Net losses increased to $208.2 million in 2025, from $190.4 million in 2024, but decreased from $434.8 million in 2023.
- Natera acquired Foresight Diagnostics, Inc. on December 4, 2025, for a total purchase consideration of $424.5 million, expanding its oncology portfolio to include lymphoma and patented PhasED-Seq technology for MRD detection.
- The company's accumulated deficit reached $2.8 billion as of December 31, 2025.
- Natera extended its San Carlos, California lease to October 5, 2032, and expanded its Austin, Texas, and Pleasanton, California facilities, and assumed a lease in Boulder, Colorado.
- The TI Deadline for tenant improvements at the San Carlos facility was extended to December 31, 2026, with a total TI Allowance of up to $9,370,370.33 available.
- Jury verdicts of $57.0 million were awarded against Natera in a patent infringement lawsuit by Ravgen, Inc., and $292.5 million in a false advertising lawsuit by Guardant Health, Inc., both of which the company intends to appeal.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a mixed report, with strong revenue and volume growth driven by an expanding product portfolio and strategic acquisitions, offset by increasing net losses and significant legal liabilities, indicating operational challenges despite market expansion.
Positives
- Achieved substantial revenue growth of 35.9% year-over-year, reaching $2,306.1 million in 2025.
- Increased total tests processed to approximately 3.5 million in 2025, demonstrating strong commercial adoption across its product lines.
- Successfully acquired Foresight Diagnostics, Inc., enhancing its oncology portfolio with ultrasensitive MRD detection technology and expanding into lymphoma diagnostics.
- Signatera has received Advanced Diagnostic Laboratory Test (ADLT) status and Breakthrough Device Designations from the FDA, indicating recognition of its innovative potential.
- Panorama NIPT is cited as the most accurate NIPT commercially available in the United States, with high sensitivity and specificity for various conditions, including microdeletions.
- Prospera test shows strong performance in detecting organ transplant rejection, with high AUC, NPV, and sensitivity in validation studies for kidney, heart, and lung transplants.
- The company maintains a strong intellectual property portfolio with over 650 issued or pending U.S. and foreign patents.
- Positive employee engagement survey results in 2024, with an 84% engagement score and 91% of employees proud to work at Natera.
- Established near-term science-based greenhouse gas emissions reduction targets validated by the Science Based Targets Initiative (SBTi).
Negatives
- Net losses increased to $208.2 million in 2025 from $190.4 million in 2024, indicating continued unprofitability.
- Incurred significant legal liabilities with jury verdicts of $57.0 million against the company in a patent infringement lawsuit and $292.5 million in a false advertising lawsuit.
- Experienced low average reimbursement rates for microdeletions testing under the existing CPT code, with many third-party payers declining or providing low reimbursement.
- Reliance on a limited number of sole suppliers for critical laboratory instruments and materials (e.g., Illumina for sequencers and reagents, Streck for blood collection tubes) poses supply chain risks.
- Licensing and other revenues decreased by 13.0% in 2025 due to the termination of certain collaborative agreements.
- Increased operating expenses across all categories: cost of product revenues (+20.6%), research and development (+54.4%), and selling, general and administrative (+39.9%).
- The company has an accumulated deficit of $2.8 billion as of December 31, 2025.
- The PAMA reporting requirements for Medicare Part B CLFS payment rates have been delayed until 2027, creating uncertainty regarding future reimbursement rates for Signatera and Prospera.
Risks
- Inability to successfully grow revenues for products or services, particularly if efforts to increase use and adoption or develop new products do not succeed.
- Continued net losses for the near future, which could harm future business prospects.
- Indebtedness that may decrease business flexibility, access to capital, and/or increase borrowing costs.
- Quarterly results may fluctuate from period to period, adversely impacting common stock value.
- Intense competition in the industry, potentially limiting revenue growth or profitability.
- Inaccurate estimates of total addressable market opportunities and forecasts of market growth.
- Inability to expand, maintain, or obtain third-party payer coverage and reimbursement for tests, or being required to refund reimbursements already received.
- Unsuccessful sales, distribution, development, or other partnerships could impair commercialization activities and adversely affect financial results.
- Costly and time-consuming litigation or other proceedings resulting from intellectual property infringement claims by or against third parties.
- Reliance on a limited number of sole suppliers for laboratory instruments and materials, with potential for supply disruptions or inability to transition to alternatives.
- Increased compliance risks due to rapid growth, including dependence on sales, marketing, and billing efforts.
- Acquisitions, dispositions, or other strategic transactions could disrupt business, cause stockholder dilution, or reduce financial resources.
- Adverse impact on revenues if third-party payers withdraw coverage or provide lower reimbursement due to changing policies or billing complexities.
- Potential for the FDA to begin actively regulating tests, incurring substantial costs and delays for premarket clearance/approval and post-market controls.
- Recent macroeconomic pressures (geopolitical, inflation, interest rates) may adversely impact business, financial results, and prospects.
- Security breaches, data loss, and cybersecurity disruptions could compromise sensitive information and expose the company to liability.
- Risks associated with incorporating artificial intelligence across various business areas, including inaccurate outputs, information security risks, and evolving regulatory landscape.
- Substantial damages from product liability, professional liability, or other claims exceeding resources if products do not perform as expected.
- Inability to successfully scale operations could lead to higher processing costs, inability to meet market demand, or negative impact on test quality.
- Ethical, legal, and social concerns related to the use of genetic information could reduce demand for tests.
- Limitations on the ability to utilize net operating loss carryforwards and certain other tax attributes due to ownership changes or tax law amendments.
- Challenges to the validity of informed consent from patient intake for tests could preclude billing, force cessation of tests, or require repayment of amounts previously received.
Future Outlook
Natera anticipates continued net losses for the near future as it invests substantially in research, development, and commercialization efforts for existing and new products. The company expects to need additional revenues to achieve future profitability and may require further equity or debt financing to fund or expand operations. It aims to continue enhancing existing products, expanding its product portfolio, and launching new products, while also generating peer-reviewed clinical evidence and pursuing international regulatory approvals for its Constellation platform.
Management Comments
- "We are a diagnostics company with proprietary molecular and bioinformatics technology that we are applying to change disease management worldwide."
- "We aim to make personalized genetic testing and diagnostics part of the standard of care to protect health and inform earlier and provide more targeted interventions that help lead to longer, healthier lives."
- "We intend to continue to enhance our existing products, expand our product portfolio, and launch new products in the future."
- "We are committed to generating peer-reviewed clinical evidence for our tests... and to maintaining a strong intellectual property portfolio."
- "We believe that our customers are particularly sensitive to test limitations and errors, including inaccurate test results and the need on occasion to perform second blood draws, or redraws, on patients, for which Panorama has in the past experienced a higher rate than advertised for other NIPTs."
Industry Context
StockSavvy.ai notes that Natera operates in a highly competitive and rapidly evolving molecular diagnostics market, with intense competition from established players and emerging companies in oncology, women's health, and organ health. The company's focus on proprietary cell-free DNA (cfDNA) technology and AI/ML integration positions it to capitalize on trends towards less invasive diagnostics and personalized medicine, but also exposes it to significant regulatory and reimbursement challenges common in the sector. The acquisition of Foresight Diagnostics aligns with the industry trend of consolidation and expansion into high-growth areas like molecular residual disease (MRD) detection in oncology.
Comparison to Industry Standards
- Panorama NIPT is stated to be the most accurate NIPT commercially available in the U.S., based on published data, and has a statistically significant lower false positive rate than other NIPT methods practiced by U.S. competitors (e.g., BGI, Illumina/Verinata, Labcorp, Quest Diagnostics).
- Signatera's tumor-informed approach for MRD assessment is designed to maximize accuracy for detecting residual disease even at very low variant allele frequencies (0.0002%), differentiating it from static liquid biopsy panels or comprehensive genomic profiling offered by competitors like Guardant Health, Inc., Exact Sciences Corp., and Personalis, Inc.
- Prospera's performance in detecting active rejection in organ transplants (e.g., AUC of 0.881 for Heart, 0.91 for Lung, 0.87 for Kidney) demonstrates strong diagnostic capabilities compared to traditional invasive methods (biopsies) or less accurate tools (serum creatinine for kidney transplants), positioning it favorably against its primary competitor, CareDx, Inc.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adoption | The Natera, Inc. Equity Award Policy was approved and adopted, effective January 1, 2026. This policy specifies the treatment of time-based and performance-based equity awards upon the death of a grantee, providing for full vesting of time-based awards and prorated vesting of performance-based awards based on actual performance. | 2026-01-01 | Enhances employee and director benefits, potentially aiding in talent retention and providing clarity on equity treatment in unforeseen circumstances. |
Legal Proceedings
- CareDx Patent Cases: Natera successfully invalidated three CareDx patents in the first case. In the second case, a jury awarded Natera $96.3 million for patent infringement, but the Court later invalidated Natera's patents. Natera is appealing this ruling.
- ArcherDX Case: A jury found ArcherDX and Invitae liable for infringing Natera's patents, awarding Natera $19.4 million in damages. A permanent injunction was granted against the PCM test, which is under appeal. Invitae and ArcherDX filed for Chapter 11 bankruptcy, staying proceedings temporarily.
- Ravgen, Inc. Lawsuit: A jury awarded Ravgen $57.0 million against Natera for non-willful patent infringement. Natera intends to appeal the rulings, and petitions challenging the validity of Ravgen's patents are pending with the USPTO.
- Genosity Inc. Lawsuit: Natera filed suit alleging patent infringement, but the case is stayed pending the ArcherDX Case outcome. Genosity filed for Chapter 11 bankruptcy.
- Invitae/Labcorp Lawsuit: Natera settled a patent infringement case with Labcorp (which acquired the patents from Invitae) in September 2025.
- Inivata Lawsuits: Natera filed suits alleging patent infringement, which were consolidated. The January 2021 suit was dismissed in February 2026, and the December 2022 suit was voluntarily dismissed without prejudice in October 2025.
- NeoGenomics Laboratories, Inc. Lawsuit: Natera filed suit alleging patent infringement, and a preliminary injunction was granted against NeoGenomics' RaDaR test. The injunction was affirmed on appeal, and NeoGenomics withdrew its RaDaR test from the market. However, the Court later granted summary judgment of invalidity for two Natera patents (454 and 596 Patents), and Natera is challenging this.
- CareDx False Advertising Lawsuit: A jury found Natera liable for false advertising, awarding CareDx $44.9 million, but the Court later ruled CareDx is not entitled to any damages. CareDx's petition for certiorari to the Supreme Court is pending.
- Guardant Health, Inc. False Advertising Lawsuit: A jury returned a verdict finding Natera liable for false advertising and awarded $292.5 million in damages. The Court largely upheld the verdict, and Natera plans to appeal.
- Patient Class Action Lawsuits: Natera is involved in purported class action lawsuits related to patient billing and Panorama marketing. A settlement has been reached for the Panorama marketing lawsuit, awaiting court approval. A lawsuit regarding preimplantation genetic testing was dismissed without prejudice, but plaintiffs filed an amended complaint.
- Shareholder Derivative Complaints: Shareholder derivative complaints were filed against Natera and certain management, alleging false or misleading statements about products and operations.
Related Party Transactions
- Natera invested in MyOme, Inc., purchasing preferred shares and warrants. As of December 31, 2025, the carrying amount of preferred shares was $6.6 million, and the fair market value of warrants was $12.7 million.
- In February 2024, Natera entered into a collaboration and commercialization agreement with MyOme, receiving a 10-year warrant to purchase 3,058,485 shares of MyOme's common stock. An additional warrant for 2,080,565 shares of MyOme's Series B preferred stock was granted in September 2024 upon achieving commercialization milestones.
- In October 2025, Natera committed to invest an additional $10.0 million in MyOme by January 2026.
- Matthew Rabinowitz (Executive Chairman), Jonathan Sheena (Co-founder and Director), and Daniel Rabinowitz (Secretary and Chief Legal Officer) have relationships with MyOme as founders, stockholders, or board members.
- Roelof Botha (Lead Independent Director) is a managing member of Sequoia Capital, which also participated in MyOme's Series B financing.
Stakeholder Impact
- Shareholders: Face potential dilution from future equity raises, stock price volatility due to financial results and significant legal judgments, and no cash dividends are anticipated.
- Employees: Benefit from comprehensive compensation and benefits programs, including stock-based compensation, 401(k) matching, and health benefits. The company focuses on talent development and fostering an inclusive workplace culture, as evidenced by high employee engagement scores.
- Customers (Physicians/Labs): Gain access to an expanded portfolio of advanced genetic tests and an enhanced user experience through platforms like NateraCore, mobile phlebotomy, and EMR integrations. However, they may face challenges with reimbursement policies for certain tests.
- Patients: Benefit from access to personalized genetic testing for oncology, women's health, and organ health, with financial assistance programs available for eligible individuals. There is a risk of inaccurate test results (false positives/negatives) and data privacy concerns.
- Creditors: The company has outstanding debt under a credit line with UBS, secured by money market and marketable securities, which could impact its financial flexibility.
Next Steps
- Continue to enhance existing products and expand the product portfolio, with a focus on oncology and organ health offerings.
- Generate additional peer-reviewed clinical evidence to support the clinical validity and utility of tests across multiple cancer types and in organ health.
- Pursue regulatory approvals for the Constellation cloud software platform in international regions that do not accept a CE Mark.
- Appeal adverse legal judgments in the Ravgen and Guardant Health lawsuits.
- Monitor and adapt to evolving regulatory requirements, particularly regarding LDTs and AI/ML technologies.
- Manage and mitigate risks associated with reliance on sole suppliers for critical laboratory components.
- Invest an additional $10.0 million in MyOme, Inc. by January 2026 as per the amended Series B Preferred Stock Agreement.
Key Dates
| Date | Description |
|---|---|
| 2015-10-26 | Original Lease date for 201 Industrial Road in San Carlos, California. |
| 2016-10-06 | First Amendment to Lease dated for 201 Industrial Road in San Carlos, California. |
| 2021-01-06 | Second Amendment to Lease for San Carlos facility, extending the term by 48 months to October 5, 2027, and establishing a TI Allowance of $681,290.00. |
| 2022-07-06 | Original TI Deadline for the Second Amendment to Lease (18 months after Effective Date), subject to Force Majeure extension. |
| 2023-02-01 | Third Amendment to Lease for San Carlos facility, making Tenant solely responsible for Premises Dedicated Systems. |
| 2023-04-11 | Fourth Amendment to Lease for San Carlos facility, amending the TI Deadline to June 30, 2023. |
| 2023-09-01 | Completion of an underwritten equity offering, selling 4,550,000 shares of common stock at $55 per share, raising $235.8 million net of underwriting discount. |
| 2023-10-01 | Interest rate for the UBS Credit Line changed to 30-day SOFR average plus 0.5%. |
| 2024-01-01 | Jury verdict of $57.0 million awarded against Natera in a patent infringement lawsuit filed by Ravgen, Inc. |
| 2024-07-17 | Fifth Amendment to Lease for San Carlos facility, extending the term by 60 months to October 5, 2032, and establishing a new TI Allowance of up to $9,370,370.33. |
| 2024-07-19 | Company elected to exercise its optional redemption right to redeem all $287.5 million aggregate principal amount of outstanding 2.25% Convertible Notes due 2027. |
| 2024-08-01 | Company participated in a subsequent round of Series B financing for MyOme, Inc., purchasing an additional $2.7 million of preferred shares. |
| 2024-10-11 | Redemption Date for Convertible Notes; $287.4 million converted for approximately 7.5 million shares of common stock, and $0.1 million redeemed for cash. |
| 2024-11-01 | Jury verdict of $292.5 million awarded against Natera in a false advertising lawsuit with Guardant Health, Inc. |
| 2025-01-01 | Annual rent for San Carlos facility increased to approximately $9.7 million, escalating annually. |
| 2025-01-01 | New accounting standard ASU 2023-09, Income Taxes Improvements to Income Tax Disclosures, adopted. |
| 2025-01-01 | New accounting standard ASU 2020-04, Reference Rate Reform (Topic 848), adopted. |
| 2025-01-01 | Natera, Inc. Equity Award Policy became effective. |
| 2025-01-01 | Company entered into a lease agreement for additional premises of approximately 40,700 rentable square feet in San Carlos, California, through November 2028. |
| 2025-02-01 | Guardant Health, Inc. filed suit against Natera and two former employees alleging trade secret misappropriation, breach of contract, and related tort claims. |
| 2025-03-01 | Company entered into a lease agreement for additional premises of approximately 57,100 rentable square feet in Austin, Texas, through March 2033. |
| 2025-04-01 | Guardant Health, Inc. voluntarily dismissed its claims against Natera and the employee defendants without prejudice. |
| 2025-07-17 | TI Deadline for the Fifth Amendment to Lease (12 months after Effective Date). |
| 2025-07-28 | Court entered a final order regarding post-trial motions in the Guardant Health, Inc. lawsuit, largely upholding the jury verdict. |
| 2025-08-01 | Company entered into a lease agreement for additional premises of approximately 45,800 rentable square feet in Austin, Texas, through March 2033. |
| 2025-08-04 | Court granted Natera's motion to dismiss a purported class action lawsuit regarding preimplantation genetic test for aneuploidies, dismissing the case without prejudice. |
| 2025-08-01 | Plaintiffs filed an Amended Complaint in the class action lawsuit regarding preimplantation genetic test for aneuploidies. |
| 2025-09-01 | Natera and Labcorp settled the patent infringement case filed by Invitae (later acquired by Labcorp). |
| 2025-09-01 | FDA rescinded the final rule amending the definition of an in vitro diagnostic (IVD) device to include LDTs. |
| 2025-09-01 | Final judgment in favor of NeoGenomics was entered after the Court granted summary judgment of invalidity of the 454 Patent and the 596 Patent. |
| 2025-10-31 | Sixth Amendment to Lease for San Carlos facility, extending the TI Deadline to December 31, 2026. |
| 2025-12-04 | Company completed the acquisition of Foresight Diagnostics, Inc. |
| 2025-12-05 | Daniel Rabinowitz, Chief Legal Officer, adopted a Rule 10b5-1 Trading Plan. |
| 2025-12-10 | Herm Rosenman, Director, adopted a Rule 10b5-1 Trading Plan. |
| 2025-12-11 | Matthew Rabinowitz, Executive Chairman, adopted a Rule 10b5-1 Trading Plan. |
| 2025-12-12 | Rowan Chapman, Director, adopted a Rule 10b5-1 Trading Plan. |
| 2025-12-12 | Jonathan Sheena, Director, adopted a Rule 10b5-1 Trading Plan. |
| 2025-12-01 | Company exercised its expansion right for an additional premises of approximately 28,468 rentable square feet in Austin, Texas, through March 2033. |
| 2025-12-01 | Company entered into an amendment to extend existing premises and expand to an additional 15,485 rentable square feet in Pleasanton, California, through March 2034. |
| 2026-01-01 | Company committed to invest an additional $10.0 million in MyOme, Inc. |
| 2026-01-01 | Class notices for a consolidated class action lawsuit regarding Panorama marketing were sent to class members. |
| 2026-02-26 | Date of filing of the Annual Report on Form 10-K. |
| 2026-12-31 | New accounting standard ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40), becomes effective for fiscal years beginning after this date. |
| 2027-01-01 | PAMA reporting requirements for Medicare Part B CLFS payment rates are delayed until this date. |
| 2027-12-31 | Contingent consideration payments for Foresight Diagnostics acquisition are estimated to occur through this date. |
Recommendation
holdNatera demonstrates robust revenue and test volume growth, driven by an expanding product portfolio and strategic acquisitions like Foresight Diagnostics. However, the company continues to incur substantial net losses, and faces significant financial liabilities from adverse legal judgments, which introduce considerable uncertainty. The reliance on sole suppliers and evolving regulatory landscape also present ongoing risks. While the long-term potential of its diagnostic technologies is evident, current financial and legal headwinds warrant a cautious stance, suggesting a 'hold' recommendation for seasoned investors.
Keywords
Molecular Diagnostics, Genetic Testing, Oncology, Women's Health, Organ Health, NIPT, Signatera, MRD, Panorama, Horizon, Prospera, Foresight Diagnostics, Cell-Free DNA, ctDNA, Reimbursement, FDA Regulation, Intellectual Property, Biotechnology, Laboratory Developed Tests, CLIA, AI, Machine Learning
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