FULLTEXT DEL 4 AV 4

10-K – 2026-02-27 – ntra-20251231x10k.htm

13. Stockholders’ Equity
As of December 31, 2025, the Company had 50,000,000 authorized shares of its preferred stock, of which no shares were issued and outstanding ; and 750,000,000 authorized shares of its common stock, at $ 0.0001 par value, and there were approximately 139,693,000 shares of common stock issued and outstanding .
In October 2024, the Company elected to settle its outstanding Convertible Notes through physical settlement with shares of the Company’s common stock as the settlement method to apply to all conversions of the Convertible Notes. All terms and conditions associated with physical settlement are noted within the terms of the original Indenture Agreement. The Convertible Notes were settled for approximately 7,532,300 shares of the Company’s common stock.
In September 2023, the Company completed an underwritten equity offering and sold 4,550,000 shares of its common stock at a price of $ 55 per share to the public. Before estimated offering expenses of $ 0.4 million, the Company received proceeds of approximately $ 235.8 million net of the underwriting discount.
14. Income Taxes

The Company’s loss before income taxes is substantially all within the United States. The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company's income tax expense for the year ended December 31, 2025 in accordance with the new guidance in ASU No. 2023-09:

December 31,

2025

(in thousands, except percentages)

Tax benefit at the U.S. federal statutory rate

$
( 56,299 )

21.00
%

State and local income taxes, net of federal benefit (1)

( 8,053 )

3.00
%

Foreign tax effects

334

( 0.12 )
%

Tax credits:

Research and development credits

( 2,020 )

0.75
%

Changes in valuation allowance

101,513

( 37.87 )
%

Nontaxable or nondeductible Items:

Stock-based compensation

( 133,410 )

49.76
%

Nondeductible officers' compensation

33,202

( 12.38 )
%

Meals & entertainment

3,646

( 1.36 )
%

Other

961

( 0.36 )
%

Other adjustments:

Other

196

( 0.07 )
%

Benefit for income taxes

$
( 59,929 )

22.35
%

(1) State taxes in California, Illinois, New York, and New Jersey made up the majority (greater than 50% ) of the tax effect in this category.

The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company's income tax expense for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU No. 2023-09:

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December 31,

2024

2023

(in thousands, except percentages)

U.S. federal taxes (benefit) at statutory rate

$
( 39,844 )

21.00
%

$
( 91,251 )

21.00
%

State and local income taxes, net of federal benefit

( 21,613 )

11.39
%

( 13,492 )

3.10
%

Research and development credits

( 17,621 )

9.29
%

( 10,837 )

2.49
%

Stock-based compensation

( 62,969 )

33.19
%

( 6,422 )

1.48
%

Foreign tax

( 25 )

0.01
%

( 106 )

0.02
%

Nondeductible officers' compensation

31,718

( 16.72 )
%

8,651

( 1.99 )
%

Acquisition costs

—

—
%

563

( 0.13 )
%

Nondeductible meals and other

2,870

( 1.51 )
%

( 3,397 )

0.79
%

Change in valuation allowance

108,179

( 57.02 )
%

116,562

( 26.82 )
%

Provision for income taxes

$
695

( 0.37 )
%

$
271

( 0.05 )
%

During the year ended December 31, 2025, the Company recorded a tax benefit of $ 59.9 million primarily from a partial release of the valuation allowance in connection with the acquisition of Foresight Diagnostics (See Note 3 Business Combination ). The net deferred tax liability from the acquisition provided a source of additional income to support the realizability of the Company’s pre-existing deferred tax assets and as a result, the Company released a portion of its valuation allowance. The federal deferred tax benefit of $ 51.7 million and state deferred tax benefit of $ 9.0 million was reduced by foreign withholding of $ 0.2 million and state tax income tax expense of $ 0.6 million. During the years ended December 31, 2024, and 2023, the Company recorded total income tax expense of $ 0.7 million and $ 0.3 million, respectively, for foreign withholding and state income tax expense.

Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes as well as net operating loss and tax credit carryforwards. The components of the net deferred income tax assets are as follows:

December 31,

2025

2024

(in thousands)

Deferred tax assets:

Net operating loss carryforwards

$
504,968

$
395,139

Research and development tax credit carryforwards

93,942

90,759

Capitalized research costs

247,223

173,991

Reserves and accruals

35,180

23,928

Lease liabilities

33,124

26,649

Stock-based compensation

56,734

47,864

Intangible assets

—

8,846

Other

6,498

5,583

Total deferred tax assets before valuation allowance

977,669

772,759

Less: valuation allowance

( 867,976 )

( 747,090 )

Total deferred tax assets after valuation allowance

109,693

25,669

Deferred tax liabilities:

Fixed assets

( 11,464 )

( 4,164 )

Right-of-use lease assets

( 26,820 )

( 21,505 )

Developed technology

( 72,110 )

—

Total deferred tax liabilities

( 110,394 )

( 25,669 )

Net deferred tax liabilities

$
( 701 )

$
—

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The Company established a valuation allowance against its deferred tax assets in 2025 and 2024 due to the uncertainty surrounding realization of these assets. The valuation allowance increased to $ 868.0 million as of 2025 from $ 747.1 million as of 2024 due to current year losses and credits claimed.

As of December 31, 2025, the Company had federal, state, and foreign net operating loss (“NOLs”) carryforwards of approximately $ 2.0 billion, $ 1.4 billion, and $ 4.5 million, respectively, which begin to expire in 2030, 2026, and 2027, respectively, if not utilized. Approximately $ 1.7 billion of federal net operating loss included above can be carried forward indefinitely.

The Company also had federal research and development credit carryforwards of approximately $ 83.6 million, which begin to expire in 2027, and state research and development credit carryforwards of approximately $ 48.9 million, which begin to expire in 2031. Realization is dependent on generating sufficient taxable income prior to expiration of the loss and credit carryforwards.

Federal, state and foreign tax laws impose substantial restrictions on the utilization of NOLs and credit carryforwards in the event of an "ownership change" for tax purpose, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company's ability to utilize these carryforwards may be limited as the result of such ownership change. Such a limitation could result in limitation in the use of the NOLs in future years and possibly a reduction of the NOLs available.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

December 31,

2025
2024

2023

(in thousands)

Balance at beginning of year

$
34,940

$
30,912

$
23,844

Additions based on tax positions related to the current year

5,862

13,648

7,034

Additions (reductions) for tax positions of prior years

( 10,006 )

( 9,620 )

Balance at end of year

$
30,796

$
34,940

$
30,912

During the years ended December 31, 2025, 2024, and 2023, the amount of unrecognized tax benefits (decreased) increased by ($ 4.1 ) million, $ 4.0 million, and $ 7.1 million, respectively, due to additional research and development credits generated during the year offset by adjustments to prior periods resulting from the completion of R&D studies. As of December 31, 2025, 2024, and 2023, the total amount of unrecognized tax benefits was $ 30.8 million, $ 34.9 million, and $ 30.9 million, respectively.

The Company is subject to U.S. federal, state, and foreign income taxes. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations, and require significant judgment to apply. The Company is subject to U.S. federal, state and local tax examinations by tax authorities for all prior tax years since incorporation.

The Company recognizes any interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2025, there were no material accrued interest and penalties related to uncertain tax positions.

In 2021, the Organization for Economic Cooperation and Development (the “OECD”) announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax. These rules broadly call for the taxation of large multinational corporations at a minimum rate of 15%. We continue to evaluate the enacted and pending legislation to implement these rules in the non-U.S. tax jurisdictions we operate in but do not currently believe the impact to be material.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act ("OB3"), which includes numerous changes to existing tax law including extending or making permanent certain business and international tax measures initially established under the 2017 Tax Cuts and Jobs Act (“TCJA”), which were set to expire. The OB3 permanently

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eliminates the requirement to capitalize and amortize U.S.-based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred. The Company expects to make a Sec. 59( e) election and capitalize and amortize the current year domestic R&D expense over 10 years. The Company continues to amortize previously capitalized US Sec. 174 expenses over the remaining amortization periods.

15. Net Loss per Share

The following table shows the potentially dilutive common stock equivalents that were excluded from the computations of diluted net loss per share as their effect would be anti-dilutive, as of December 31, 2025, 2024, and 2023:

December 31,

2025
2024
2023

(in thousands)

Options to purchase common stock

3,591
3,875
5,501

Performance-based awards and restricted stock units

8,323

10,593

9,248

Employee stock purchase plan

Convertible Note

—

7,411

Contingent consideration for business combination

517

—

12,465
14,508

22,248

16. Segment Reporting

In November 2023, ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, was issued which requires disclosure of incremental segment information on an interim and annual basis that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss. The Company has adopted this ASU as of December 31, 2024. The Company currently operates as a single reporting segment entity with the Chief Executive Officer as the CODM. The CODM relies on the financial statements presented within the annual report Form 10-K and quarterly Form 10-Q to evaluate the Company’s financial performance and make key operating decisions. The key area of focus of the CODM for the allocation of resources is the cash used in operations. These financial statements provide a comprehensive view of the Company’s overall financial condition, including information on expenses, assets, and liabilities. The significant expense categories are consistent with those presented on the face of the statements of operations and comprehensive loss. The CODM does not receive or use any other segmented or disaggregated financial or any significant expense information for decision-making purposes. Additionally, gross margin is regularly provided to the CODM and is derived based on the consolidated statements of operations and comprehensive loss as follows:

December 31,

2025

2024

2023

(in thousands except percentages)

Revenue

$
2,306,113

$
1,696,911

$
1,082,571

Cost of product revenues

810,627

672,304

588,564

Cost of licensing and other revenues

2,306

1,449

1,267

Gross margin

$
1,493,180

$
1,023,158

$
492,740

Gross margin percentage

64.7 %

60.3 %

45.5 %

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17. Subsequent Events
Subsequent to December 31, 2025, the Company entered into a new lease arrangement for additional laboratory space in San Carlos, California. The new lease arrangements have future commitments aggregating to approximately $ 39.2 million through 2036.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUR E

None.

ITEM 9A:
CONTROLS AND PROCEDURE S

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, management has concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria set forth in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on our evaluation, management has concluded that we maintained effective internal control over financial reporting as of December 31, 2025 based on the COSO criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in Item 9A of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Natera, Inc.
Opinion on Internal Control Over Financial Reporting

We have audited Natera, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Natera, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California
February 26, 2026

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ITEM 9B.
OTHER INFORMATION

Insider Trading Arrangements and Policies

On December 5, 2025 , Daniel Rabinowitz , our chief legal officer , adopted a trading arrangement for the sale of shares of the Company’s common stock intended to satisfy the affirmative defense of Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”) that provides for the sale of 61,600 shares of our common stock and the exercise of 5,598 stock options and sale of underlying shares of our common stock, pursuant to the terms of the plan between March 6, 2026 and December 5, 2027 .

On December 10, 2025 , Herm Rosenman , a member of our board of directors , adopted a Rule 10b5-1 Trading Plan that provides for the exercise of 16,530 stock options and sale of underlying shares of our common stock pursuant to the terms of the plan between March 11, 2026 and December 10, 2026 .

On December 11, 2025 , Matthew Rabinowitz , our co-founder and executive chairman , adopted a Rule 10b5-1 Trading Plan that provides for the sale of 200,000 shares of our common stock pursuant to the terms of the plan between March 12, 2026 and August 31, 2026 .

On December 12, 2025 , Rowan Chapman , a member of our board of directors , adopted a Rule 10b5-1 Trading Plan that provides for the sale of 3,221 shares of our common stock pursuant to the terms of the plan between March 13, 2026 and December 1, 2026 .

On December 12, 2025 , Jonathan Sheena , a member of our board of directors , adopted a Rule 10b5-1 Trading Plan that provides for the sale of 59,000 shares of our common stock pursuant to the terms of the plan between May 8, 2026 and June 21, 2027 .

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Equity Award Policy

On February 25, 2026, our board of directors approved and adopted the Natera, Inc. Equity Award Policy (the “Equity Award Policy”), which is effective as of January 1, 2026 (the “Effective Date”). Under the Equity Award Policy, upon the death of a grantee, (i) each time based equity award that is outstanding and unvested will become fully vested and (ii) each performance-based equity award that is outstanding and unvested will vest as to the proportion of the award that would vest based on the Company’s actual performance (determined by the Company in its sole discretion) as of the end of the fiscal quarter occurring after the grantee’s death, with the portion of the total award that vests being prorated based on the portion of the performance period that the grantee completes through the date of his or her death. The Equity Award Policy applies to all equity awards granted to the Company’s officers, employees and non-employee directors before, on or after the Effective Date.

The foregoing description of the Equity Award Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Award Policy, which is filed as Exhibit 10.17 to this Annual Report on Form 10-K and which is incorporated by reference herein.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

None.

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PART III

ITEM 10 .
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2026 annual meeting of stockholders (the “Proxy Statement”), which we expect to file no later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated in this report by reference.

ITEM 11.
EXECUTIVE COMPENSATION

The information required by this item will be contained in the Proxy Statement, which we expect to file no later than 120 days after the end of our fiscal year ended December 31, 2025, and is incorporated in this report by reference.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENC E

ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES

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PART IV

ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements (included in Part II of this report):

● Report of Independent Registered Public Accounting Firm
● Consolidated Balance Sheets
● Consolidated Statements of Operations and Comprehensive Loss
● Consolidated Statements of Stockholders’ Equity
● Consolidated Statements of Cash Flows
● Notes to Consolidated Financial Statements

(2) Financial Statement Schedules:

All financial statement schedules are omitted because the information is inapplicable or presented in the notes to the consolidated financial statements.

(b) The following exhibits are filed with or incorporated by reference as part of this Annual Report on Form 10-K:

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INDEX TO EXHIBITS

Incorporated by Reference

Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
Filed
Herewith

3.1
Amended and Restated Certificate of Incorporation of Registrant.
8-K
001-37478
3.1
07/09/2015

3.2
Amended and Restated Bylaws of Registrant, effective as of November 3, 2021
10-Q
001-37478
3.1
11/05/2021

4.1
Form of Common Stock Certificate
S-1/A
333-204622
4.1
06/22/2015

4.2
Amended and Restated Investors' Rights Agreement, dated November 20, 2014.
S-1
333-204622
4.2
06/01/2015

4.3
Description of Common Stock
10-K
001-37478
4.3
02/26/2021

10.1.1
UBS Credit Line Agreement, dated September 23, 2015, as amended.
10-Q
001-37478
10.2
11/13/2015

10.1.2
Amendment to UBS Credit Line Agreement, dated July 5, 2017.
10-Q
001-37478
10.1
08/09/2017

10.2.1*
Supply Agreement, dated September 18, 2014, by and between Registrant and Illumina, Inc., as amended (conformed copy).
S-1/A
333-204622
10.13
06/30/2015

10.2.2*
Second Amendment to Supply Agreement, dated September 21, 2015, by and between Registrant and Illumina, Inc.
10-Q
001-37478
10.1
08/11/2016

10.2.3*
Third Amendment to Supply Agreement, dated June 8, 2016, by and between Registrant and Illumina, Inc.
10-Q
001-37478
10.2
08/11/2016

10.2.4*
Fourth Amendment to Supply Agreement, dated January 3, 2019, by and between Registrant and Illumina, Inc.
10-K
001-37478
10.8
03/15/2019

10.2.5**
Fifth Amendment to Supply Agreement, dated December 18, 2019, by and between Registrant and Illumina, Inc.
10-K
001-37478
10.5.5
03/02/2020

10.2.6**
Sixth Amendment to Supply Agreement, dated May 8, 2020, by and between Registrant and Illumina, Inc.
10-Q
001-37478
10.1
08/07/2020

10.2.7**
Seventh Amendment to Supply Agreement, dated October 7, 2021, by and between the Registrant and Illumina, Inc.
10-Q
001-37478
10.1
11/05/2021

10.2.8**
Eighth Amendment to Supply Agreement, dated December 31, 2023, by and between the Registrant and Illumina, Inc .
10-K
001-37478
10.2.8
02/29/2024

10.2.9**
Ninth Amendment to Supply Agreement, dated March 11, 2024, by and between the Registrant and Illumina, Inc.
10-K
001-37478
10.2.9
02/28/2025

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Incorporated by Reference

Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
Filed
Herewith

10.2.10**
Tenth Amendment to Supply Agreement, dated January 10, 2025, by and between the Registrant and Illumina, Inc.
10-K
001-37478
10.2.10
02/28/2025

10.3.1*
Application Service Provider Agreement, dated September 19, 2014, by and between Registrant and DNAnexus, Inc., as amended
10-K
001-37478
10.11
03/16/2017

10.3.2*
Third Amendment to Application Service Provider Agreement, dated January 1, 2018, by and between Registrant and DNAnexus, Inc.
10-Q
001-37478
10.1
11/09/2018

10.3.3*
Fourth Amendment to Application Service Provider Agreement, dated July 1, 2018, by and between Registrant and DNAnexus, Inc.
10-Q
001-37478
10.2
11/09/2018

10.3.4*
Fifth Amendment to Application Service Provider Agreement, dated October 18, 2019, by and between Registrant and DNAnexus, Inc.
10-Q
001-37478
10.2
11/08/2019

10.4.1
Lease, dated October 26, 2015, by and between Registrant and BMR-201 Industrial Road LP.
10-K
001-37478
10.23
03/24/2016

10.4.2
First Amendment to Lease, dated October 6, 2016, by and between Registrant and BMR-201 Industrial Road LP.
10-Q
001-37478
10.1
11/14/2016

10.4.3
Second Amendment to Lease, dated January 26, 2021, by and between Registrant and BMR-201 Industrial Road LP.

10.4.4
Third Amendment to Lease, dated February 1, 2023, by and between Registrant and BMR-201 Industrial Road LP.

10.4.5
Fourth Amendment to Lease, dated April 11, 2023, by and between Registrant and BMR-201 Industrial Road LP.

10.4.6
Fifth Amendment to Lease, dated July 17, 2024, by and between Registrant and BMR-201 Industrial Road LP.

10.4.7
Sixth Amendment to Lease, dated October 31, 2025, by and between Registrant and BMR-201 Industrial Road LP.

10.5.1
Lease Agreement dated September 24, 2015, by and between NSTX, Inc. and Karlin McCallen Pass, LLC.
10-Q
001-37478
10.1
11/09/2022

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Incorporated by Reference

Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
Filed
Herewith

10.5.2
First Amendment to Lease Agreement dated January 26, 2016, by and between NSTX, Inc. and Karlin McCallen Pass, LLC.
10-Q
001-37478
10.2
11/09/2022

10.5.3
Second Amendment to Lease Agreement dated March 10, 2021, by and between NSTX, Inc. and KCP Parmer 3.2 Fee Owner, LLC.
10-Q
001-37478
10.3
11/09/2022

10.5.4
Third Amendment to Lease Agreement dated December 29, 2021, by and between NSTX, Inc. and 13011 McCallen Pass, LLC.
10-Q
001-37478
10.4
11/09/2022

10.6***
2007 Stock Plan and form of agreements thereunder.
S-1
333-204622
10.1
06/01/2015

10.7.1***
Amended and Restated 2015 Equity Incentive Plan .
8-K
001-37478
10.1
06/18/2024

10.7.2***
Amended and Restated 2015 Equity Incentive Plan .
8-K
001-37478
10.1
06/18/2025

10.8***
2015 Employee Stock Purchase Plan.
S-1/A
333-204622
10.3
06/25/2015

10.9
Form of Indemnification Agreement, by and between Registrant and each of its directors and executive officers.
10-K
001-37478
10.4
03/16/2017

10.10***
Amended Compensation Program for Non-Employee Directors .
10-Q
001-37478
10.1
08/08/2025

10.11***
Natera, Inc. Management Cash Incentive Plan.
10-Q
001-37478
10.3
11/13/2015

10.12***
Executive Severance Plan
10-Q
001-37478
10.1
05/10/2024

10.13***
Amended and Restated Employment Agreement, by and between Registrant and Matthew Rabinowitz, dated November 1, 2024 .
10-K
001-37478
10.13
02/27/2025

10.14***
Amended Employment Agreement, by and between Registrant and Jonathan Sheena, dated June 7, 2007.
S-1/A
333-204622
10.16
06/25/2015

10.15***
Amended and Restated Employment Agreement, by and between Registrant and Steve Chapman, dated August 1, 2024 .
10-Q
001-37478
10.1
08/09/2024

10.16***
Amended Employment Agreement, by and between Registrant and Daniel Rabinowitz, dated June 7, 2007.
10-Q
001-37478
10.1
08/05/2022

10.17***
Equity Award Policy .

19.1
Insider Trading Policy .
10-K
001-37478
19.1
02/27/2025

21.1
List of Subsidiaries of the Registrant.
10-K
001-37478
21.1
03/16/2017

23.1
Consent of Independent Registered Public Accounting Firm.

24.1
Power of Attorney (see signature page of this Annual Report on Form 10-K).

138

Table of Contents

Incorporated by Reference

Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
Filed
Herewith

31.1
Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1†
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2†
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1***
Natera, Inc. Policy for the Recovery of Erroneously Awarded Compensation .
10-K
001-37478
97.1
02/29/2024

101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to an order granting confidential treatment. Omitted portions have been submitted separately to the Securities and Exchange Commission (SEC).

** Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

***
Indicates a management contract or compensatory plan.

†
The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Natera, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, regardless of any general incorporation language contained in any filing.

ITEM 16.
FORM 10-K SUMMARY

None.

139

Table of Contents

SIGNAT URES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 26 th day of February 2026.

/s/

Natera, Inc.

/ s / Michael Brophy

Michael Brophy

Chief Financial Officer

140

Table of Contents

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steve Chapman and Michael Brophy as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.

Signature
Title
Date

/s/ Steve Chapman
Steve Chapman
Chief Executive Officer, President and Director
(Principal Executive Officer)
February 26, 2026

/s/ Michael Brophy
Michael Brophy
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
February 26, 2026

/s/ Matthew Rabinowitz
Matthew Rabinowitz
Executive Chairman
February 26, 2026

/s/ Jonathan Sheena
Jonathan Sheena
Founder and Director
February 26, 2026

/s/ Roy Baynes
Roy Baynes

Director

February 26, 2026

/s/ Monica Bertagnolli
Monica Bertagnolli
Director
February 26, 2026

/s/ Roelof F. Botha
Roelof Botha
Director
February 26, 2026

/s/ Rowan Chapman
Rowan Chapman

Director

February 26, 2026

/s/ Gail Marcus
Gail Marcus

Director

February 26, 2026

/s/ Herm Rosenman
Herm Rosenman

Director

February 26, 2026

/s/ Ruth Williams-Brinkley
Ruth Williams-Brinkley

Director

February 26, 2026

141