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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.            )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

NATERA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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Voluntary Electronic Delivery of Proxy Materials

A Sustainable Future Demands Informed Strategic Decisions Today

Environmental Impact Statement

Combined with your adoption of electronic delivery of proxy materials, and the elimination of 47,132* printed sets of proxy materials, we can reduce the impact on the environment by:

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Environmental impact estimates were calculated using the Environmental Paper Network Paper Calculator. For more information visit www.papercalculator.org.

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*  Number of our stockholders in 2025 who elected to receive proxy materials electronically instead of hard copy.

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April 23, 2026

Dear Stockholder:
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Notice of Annual Meeting for 2026 Annual Meeting of Stockholders

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Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement, vote by following the instructions in the Notice of Internet Availability of Proxy Materials (the Notice) that you received, and submit your proxy by the Internet or by telephone or submit your proxy card, if you have requested one, as soon as possible. If you hold your shares through an account with a broker, bank, trustee, or other nominee, please follow the instructions you receive from them to vote your shares. You may change or revoke your proxy at any time before it is voted at the virtual Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About Procedural Matters.”

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Proxy Summary

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Proxy Summary

Business Performance and Recent Strategic Highlights

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Proxy Summary

Our Board of Directors

The following is an overview of our Board of Directors as of April 1, 2026. Our Class II directors are each standing for re-election at our 2026 Annual Meeting. In addition, since Dr. Rubin was appointed by our Board of Directors as a Class I director on March 26, 2026 and not elected by our stockholders, he is standing for election at our 2026 Annual Meeting even though the term for the Class I directors does not expire until 2028. Additional information about each director can be found starting on page 8 of this proxy.

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Proxy Summary

Board Skills, Expertise & Experience

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Corporate Governance Highlights

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Proxy Summary

Executive Compensation Highlights

The following charts illustrate the pay mix of our CEO and of our other named executive officers (NEOs) in 2025. Our CEO’s pay mix comprised 94% variable, at-risk compensation. 50% of his total target compensation was performance-based, primarily in the form of performance-based restricted stock units (PSUs). 90% of our other NEOs’ total compensation was delivered as variable, at-risk compensation, and 48% of their total target compensation was performance-based, primarily in the form of PSUs.

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Proposal One

Election Of Directors

General

Our board of directors may establish the authorized number of directors from time to time by resolution. The number of authorized directors is currently eleven. Our board of directors is currently comprised of eleven members who are divided into three classes with staggered three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. Our amended and restated certificate of incorporation and amended and restated bylaws that are currently in effect authorize only our board of directors to fill vacancies on our board of directors until the next annual meeting of stockholders. Any additional directorships resulting from an increase in the authorized number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

All of our director nominees have indicated their willingness to serve if elected, but if any of our director nominees should be unable or unwilling to stand for election, the shares represented by proxy may be voted for a substitute designated by our board of directors, unless a contrary instruction is indicated on the proxy. On April 22, 2026, Ms. Williams-Brinkley, one of our directors, indicated her intention to resign from service as a director effective as of the close of business on the date of our Annual Meeting. Ms. Williams-Brinkley’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Upon the effectiveness of Ms. Williams-Brinkley’s resignation, our board of directors will be comprised of ten members and the authorized number of directors will be reduced to ten.

In addition to the information set forth below regarding our director nominees and the skills that led our board of directors to conclude that these individuals should serve as directors, we believe that all of our director nominees have a reputation for integrity, honesty and adherence to the highest ethical standards. We believe they each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and their board of director duties.

Nominees

Three Class II directors have been nominated for election at the Annual Meeting, each for a three-year term expiring in 2029, or until such director’s successor has been duly elected and qualified. Our board of directors has nominated Rowan Chapman, Herm Rosenman, and Jonathan Sheena for re-election as Class II directors. In addition, Eric H. Rubin, who was appointed as a Class I director by our board of directors on March 26, 2026, has been nominated for election at the Annual Meeting for a two-year term expiring in 2028, or until his successor has been duly elected and qualified. Our board of directors has nominated Eric Rubin for election as a Class I director.

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Proposal One Election Of Directors

Information Regarding the Nominees and Other Directors

Nominees for Class II Directors With Terms Expiring in 2026

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Incumbent Class III Directors With Terms Expiring in 2027

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Proposal One Election of Directors

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Incumbent and Nominee for Class I Directors With Terms Expiring in 2028

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See “Corporate Governance” and “Corporate Governance — Director Compensation” below for additional information regarding our board of directors.

Family Relationship

Our Chief Legal Officer, Daniel Rabinowitz, is the brother of our Executive Chairman, Matthew Rabinowitz. Please see Daniel Rabinowitz’s biography in the section titled “Executive Officers” below. Other than this relationship, there are no family relationships among any of our directors or executive officers.

Vote Required

The election of directors requires a plurality vote of the shares of common stock voted at the meeting. “Plurality” means that the individuals who receive the largest number of votes cast “for” are elected as directors. As a result, any shares not voted “for” a particular nominee (whether as a result of withholding, abstention or a broker non-vote) will not be counted in such nominee’s favor.

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Proposal Two
Ratification of the Appointment of Independent Registered Public Accounting Firm

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Our audit committee has appointed the firm of Ernst & Young LLP, independent registered public accountants, to audit our financial statements for the year ending December 31, 2026. Ernst & Young LLP has audited our financial statements since the year ended December 31, 2011.

Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of the company and its stockholders.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026. Our audit committee is submitting the selection of Ernst & Young LLP to our stockholders because it values our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young LLP will attend the virtual Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

Vote Required

The affirmative vote of a majority of votes cast is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. Abstentions will have no effect on the outcome of this proposal. If this proposal does not receive the affirmative vote of a majority of the votes cast on the proposal, the audit committee will reconsider the appointment.

Principal Accounting Fees and Services

The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by Ernst & Young LLP during the years ended December 31, 2025 and 2024:

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Proposal Two Ratification of the Appointment of Independent Registered Public Accounting Firm

Pre-Approval of Audit and Non-Audit Services

Consistent with requirements of the Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee, or the chair of our audit committee, if such approval is needed between meetings of the audit committee, pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All audit services for 2025 were pre-approved by our audit committee.

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Proposal Three
Advisory Vote on Executive Compensation

In accordance with SEC rules, stockholders are being asked to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement. This is commonly referred to as a “Say-On-Pay” proposal.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. As described further in the “Executive Compensation” section of this proxy statement, including the “Compensation Discussion and Analysis” and the related tables and narrative, the primary goals of our compensation program are to attract, retain and motivate highly qualified employees, motivate the performance of our employees towards, and reward the achievement of, clearly defined corporate goals, and align our employees’ long-term interests with those of our stockholders.

Our human capital committee has continued to utilize a compensation program that encourages, incentivizes and rewards performance. Our human capital committee believes that this philosophy significantly contributed to our continued success in the year ended December 31, 2025, which was yet another milestone year for us, driven by strong performance in our financial and operating results, clinical data generation, innovation in our product portfolio, particularly in oncology, and commercial activities across all areas of focus in the business.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), we are asking stockholders to vote on the following resolution:

RESOLVED, that the Company’s stockholders hereby approve, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2026 annual meeting of stockholders, pursuant to the compensation disclosure rules of the SEC, including the 2025 Summary Compensation Table and the accompanying tables and narrative, including the “Compensation Discussion and Analysis.”

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Vote Required

The affirmative vote of a majority of votes cast is required to approve, on an advisory (non-binding) basis, this “Say-On-Pay” Proposal. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the meeting.

This “Say-On-Pay” vote is advisory, and therefore not binding on our human capital committee or board of directors. Our board of directors and our human capital committee value the opinions of our stockholders, however, and will carefully review and consider the voting results when evaluating our executive compensation programs. While we have previously held an advisory vote to approve, on a non-binding basis, the compensation of our named executive officers annually, we are requesting that our stockholders vote at the Annual Meeting on the frequency of future advisory votes on the compensation of our named executive officers (see Proposal Four below).

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Proposal Four
Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

Section 14A of the Exchange Act also enables our stockholders to indicate how frequently we should seek an advisory vote on the compensation of our NEOs, as disclosed pursuant to the SEC's compensation disclosure rules, such as Proposal Three included on page 16 of this proxy statement. By voting on this Proposal Four, stockholders may indicate whether they would prefer an advisory vote on NEO compensation once every one, two, or three years. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), requires us to hold this advisory vote on the frequency of the "Say-On-Pay" vote at least once every six years.

After careful consideration of this Proposal Four, our board of directors has determined that an advisory vote on executive compensation that occurs annually is the most appropriate alternative for us, and therefore our board of directors recommends that you vote for a one-year interval for the advisory vote on executive compensation.

In formulating its recommendation, our board of directors considered that an annual advisory vote on executive compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. We understand that our stockholders may have different views as to what is the best approach for Natera and we look forward to hearing from our stockholders on this Proposal Four.

Stockholders who have concerns about executive compensation during the interval between "Say-on-Pay" votes are welcome to bring their specific concerns to the attention of our board of directors. Please refer to "Stockholders Communications with the Board of Directors" in this proxy statement for information about communicating with our board of directors.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of our board of directors. The advisory vote on the frequency of such vote is non-binding. Although the vote is non-binding, our board of directors and the human capital committee will review the voting results and will respect the expressed desire of the majority of our stockholders by implementing the option, if any, that receives a majority vote.

The frequency of one year, two years or three years that receives the affirmative vote of a majority of votes cast will be deemed to be the recommended frequency, on a non-binding advisory basis, of future advisory votes on the compensation of our NEOs. You may vote for a frequency of future stockholder votes on executive compensation of every "ONE YEAR," "TWO YEARS," "THREE YEARS" or "ABSTAIN." If no frequency receives the foregoing vote, then we will consider the option of one year, two years, or three years that received the highest number of votes cast to be the frequency recommended by stockholders.

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Proposal Five

Approval of Amendment to the Amended and Restated 2015 Equity Incentive Plan

The Background of the Amendment

We are asking stockholders to approve an amendment to our Amended and Restated 2015 Equity Incentive Plan (the Equity Plan), to increase the number of shares authorized for issuance by 3,200,000 shares of our common stock. Our board of directors has approved the amendment to the Equity Plan (the Amendment), subject to stockholder approval at the Annual Meeting. As of March 31, 2026, 4,961,133 shares remained available for grant under the Equity Plan. As of such date, awards covering 11,153,080 shares were outstanding under the Equity Plan. Other than to increase the shares available under the Equity Plan, the Amendment effects no other material changes to the Equity Plan.

Our human capital committee and our board of directors believe that this share increase is necessary to ensure that we continue to have a sufficient reserve of shares available to enable us to make equity award grants that attract and retain the services of highly qualified individuals essential to our long-term growth and success, motivate the high levels of performance required to achieve our goals, and recognize employee efforts that contribute to our success. In particular, maintaining a sufficient equity pool is especially important given expected continued growth in our headcount in 2026 as we continue to grow our business and scale our operations. In addition, equity compensation is a critical component of overall compensation, and we believe is a competitive necessity in the biotechnology sector in which we operate as well as in the geographic areas in which our office and laboratory facilities are located. Nevertheless, we have reduced the size of our share request this year compared to last year as part of our continued significant efforts to thoughtfully manage our share pool and balance our anticipated needs with the dilutive effect on our stockholders.

Why Stockholders Should Vote to Approve the Amendment

Equity Compensation Is Important in a Competitive Labor Market

In the biotechnology industry, and particularly in the San Francisco Bay Area and in Austin, Texas where we have offices and laboratory facilities, there is significant competition for experienced, highly skilled, and educated individuals. Our success depends on our ability to attract and retain such highly qualified personnel. To compete in a competitive market for talent, we believe that it is important to offer competitive compensation packages that include equity and cash components. Equity compensation is an important part of our employment value proposition.

Our industry in particular – molecular diagnostics in the areas of oncology, women’s health, and organ health – is in an accelerated growth phase that is characterized by rapid innovation and change. We operate in a competitive environment among companies vying for leadership, market share, and stockholder value creation. In order to field a leadership team and an employee base to execute on our strategy, grow our market share and increase our market capitalization, we must compete to attract and retain a limited talent pool with highly specialized skills. Equity is an expected key component of both ongoing and new hire compensation.

Equity Awards Are a Key Part of Our Compensation Program

Equity compensation is a key element of the total compensation we provide because equity grants align our employees’ and directors’ interests with those of our other stockholders, effectuate a culture of ownership among our employees and other recipients, and preserve our cash resources. Equity incentives link long-term performance and payouts through the value of our shares. We believe that employees and other recipients with a personal stake in our future success are motivated to achieve our objectives and increase stockholder value.

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These unique and valuable aspects of equity compensation have made it a key element of our compensation strategy, and thus we grant equity compensation to individuals across multiple levels of our organization to provide opportunities to participate in ownership of the Company.

Equity Compensation Is Important to Talent Acquisition and Retention

In line with the expansion of our business, we have continued to increase our headcount, and we grew our employee population by close to 40% during 2025. Equity compensation is important to our ability to attract, motivate and retain employees and officers and, as noted above, to be successful in the competitive market in which we operate for highly skilled individuals. We use equity incentives as a key tool to motivate and reward recipients to execute our long-term strategy and, through their equity, share in the stockholder value they create. Long-term equity grants also promote retention because recipients usually must remain in service in order for their equity to vest.

Monitoring of Dilution, Burn Rate and Overhang

In connection with contemplating the number of shares to authorize for issuance pursuant to the Amendment, our human capital committee considered the potential dilution to current stockholders, as measured by the burn rate and overhang, and projected future share usage, among other factors. Our human capital committee is cognizant that our equity compensation programs have a dilutive effect on our stockholders, and continuously strives to balance this concern with our need to compete for, retain, and motivate employee talent using practices that are prevalent in the market, including equity grants. Our human capital committee monitors our burn rate to help ensure that we continue to maintain an appropriate balance between the number of equity incentive awards necessary to attract, reward, and retain employees and service providers, and stockholder dilution.

In each of the years ended December 31, 2023, 2024, and 2025, our gross burn rate was 5.73%, 4.33%, and 2.56%, respectively. As these figures indicate and as shown in the graphic below, our burn rate has declined in recent years, due in part to our increased stock price, and is in the range of the median of our peer group. Taking into consideration these relevant factors, our board of directors and our human capital committee determined that an appropriate and reasonable request is for a share increase in an amount approximately equal to the number of shares covered by equity awards anticipated to be granted during the year ending December 31, 2026, representing an estimated burn rate of 2.65%.

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If the Amendment is approved, potential dilution from existing outstanding equity awards plus shares available for future awards, each as of March 31, 2026, and the 3,200,000 additional shares proposed to be reserved for issuance, totals 14.78% of shares outstanding. As the graphic illustrates, the impact on potential share dilution of

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the additional shares proposed to be reserved for issuance is minimal compared to our potential dilution as of December 31, 2025. Also as shown in the graphic, our potential dilution has generally decreased in recent years, and the level is consistent with our philosophy regarding equity compensation. Furthermore, approximately 1.7% of shares outstanding represent outstanding vested stock options held by our co-founder and executive chairman, reflecting his continued confidence and belief in our company’s business and long term prospects. One data point that our board and our human capital committee considered is how our additional share proposal compares to those of comparable companies. Compared to the potential share dilution resulting from share requests in 2025 of companies in our Global Industry Classification Standard industry group with a market capitalization between $10 billion and $35 billion, our total potential equity dilution of 14.78% as of March 31, 2026 is positioned below the median of 16.01% dilution for this group, at the 42nd percentile of such requests. Compared to these companies, our share request, which represents 2.26% of our common shares outstanding, is positioned well below the median of 4.69%, and equates to the 14th percentile of such requests.

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The Size of Our Share Reserve Request Is Reasonable

If our request to approve the Amendment is approved, we will have approximately 8,161,133 shares available for grant after the Annual Meeting. The size of our request is reasonable as it is based on the number of shares covered by equity awards anticipated to be granted during the current year (that is, approximately a year’s worth of shares), and would enable us to remain competitive in our hiring practices and in pursuing our strategic goals. As noted above, at 2.26% of common shares outstanding, our request is positioned below the 25th percentile of industry share requests. Our human capital committee anticipates that we will likely again request an increase in shares for the Equity Plan at our 2027 annual stockholders’ meeting. In making this determination, our human capital committee considered our recent historical grant practices as well as the potential impact of anticipated future employee hiring, in particular in light of our strategic initiatives and growth plans for our business. However, while this estimate is based on our current plans and operating assumptions, there can be no guarantee that future events, including changes in future business conditions and our stock price, will not require us to grant equity awards more rapidly or slowly than currently expected.

Reasons for the Proposal

Stockholder approval of the Amendment is necessary in order for us to (1) meet the stockholder approval requirements of the Nasdaq Stock Market (Nasdaq) and (2) grant incentive stock options (ISOs).

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Proposal Five Approval of Amendment to the Amended and Restated 2015 Equity Incentive Plan

Consequences if the Amendment is Not Approved

If the Amendment is not approved by our stockholders, the Equity Plan will continue in effect but we will be subject to the current share limit set forth in the Equity Plan. We believe our ability to recruit, retain and incentivize top talent will be adversely affected if the Amendment is not approved. The Equity Plan is the only plan that allows us to grant equity awards to our current employees and other service providers. If we do not have sufficient shares reserved to grant equity awards under the Equity Plan, we will be forced to increase the cash component of our compensation programs, which we believe will adversely impact our business and our ability to retain and motivate our employees.

Material Terms of the Equity Plan

The material terms of the Equity Plan are summarized below. This summary, however, is not intended to be a complete description of the Equity Plan and is qualified in its entirety by reference to the complete text of the Equity Plan, as proposed to be amended, which is attached to this proxy statement as Appendix A. To the extent there is a conflict between the terms of this summary and the Equity Plan, the terms of the Equity Plan will control.

Types of Awards 

The Equity Plan provides for the grant of stock options to purchase shares of our common stock (including ISOs or nonstatutory stock options (NSOs)), stock appreciation rights (SARs), restricted shares, and stock units (collectively, awards).

Eligibility

Employees (including officers), non-employee directors, and consultants who render services to us or our affiliates (whether now existing or subsequently established) are eligible to receive awards under the Equity Plan. As of March 31, 2026, approximately 6,575 persons (including six executive officers and eight non-employee directors) were eligible to participate in the Equity Plan.

Administration

The Equity Plan may be administered by our board of directors or by one or more committees to which the board of directors delegates such administration (as applicable, the Administrator). Our human capital committee acts as the Administrator of the Equity Plan pursuant to a delegation of authority from our board of directors, and the human capital committee has complete discretion to make all decisions relating to the Equity Plan and outstanding awards, including modifications of outstanding awards within the limitations of the Equity Plan.

Share Reserve

The aggregate number of shares of our common stock that may be issued under the Equity Plan, as proposed to be amended, shall not exceed the sum of (a) 30,998,178 shares, (b) the number of shares reserved under the Company’s 2007 Stock Plan, as amended (the 2007 Plan) that were not issued or outstanding on the date the Equity Plan was approved by our stockholders, (c) any shares that were outstanding under the 2007 Plan on the date the Equity Plan was approved by our stockholders and that subsequently expire or lapse unexercised and shares issued pursuant to the awards granted under the 2007 Plan that are outstanding on the date the Equity Plan was approved by our stockholders and are subsequently forfeited or repurchased by us, and (d) the additional shares returned to the share reserve pursuant to the following paragraph, provided that no more than 694,730 shares, in the aggregate, shall be added to the Equity Plan pursuant to clauses (b) and (c).

In general, to the extent that awards under the Equity Plan are forfeited or expire for any reason before being exercised or settled in full, the shares subject to such awards shall again become available for issuance under the Equity Plan. If SARs are exercised or stock units are settled, then only the number of shares (if any) actually issued to the participant shall reduce the number of shares available under the Equity Plan. If restricted shares or shares issued upon exercise of options are reacquired by us pursuant to a forfeiture provision, repurchase right or for any other reason, then such shares shall again become available for issuance under the Equity Plan. Shares

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applied to pay the exercise price of options or to satisfy tax withholding obligations related to an award shall again become available for issuance under the Equity Plan. Further, to the extent an award is settled in cash rather than shares, the cash settlement shall not reduce the number of shares available under the Equity Plan.

In addition, the number of shares that we may issue under the Equity Plan will not be reduced by the number of shares subject to any awards we grant in substitution or assumption of any outstanding awards that were previously issued by a corporation acquired by us, provided that shares subject to any award that is assumed or substituted by us will not again become available for grant to the extent the assumed or substituted award is later forfeited, expired or settled in cash.

Annual Limit on Compensation of Non-Employee Directors

The aggregate grant date fair value of awards granted to each non-employee director during any fiscal year, together with the value of any cash compensation paid to the non-employee director during such fiscal year, may not exceed $900,000 per non-employee director. This limit is increased to $1,250,000 in the fiscal year a non-employee director is initially appointed or elected to our board of directors. Compensation paid to an individual for services as an employee or consultant, but not as a non-employee director, will not count towards these limitations.

Incentive Stock Option Limit

No more than 31,692,908 shares of our common stock may be issued under the Equity Plan, as proposed to be amended, upon the exercise of ISOs.

No Repricings

Other than in connection with certain corporate transactions, including stock splits, stock dividends, mergers, spin-offs and certain other similar transactions, unless stockholder approval is obtained, neither the Administrator nor any other person may decrease the exercise price of any outstanding option or SAR after the date of grant, cancel, buyout, or allow an optionee to surrender an outstanding option or SAR to us for cash or as consideration for the grant of a new option or SAR with a lower exercise price or the grant of another type of award the effect of which is to reduce the exercise price of any outstanding option or SAR or take any other action with respect to an option or SAR that would be treated as a repricing under the rules and regulations of the Nasdaq Stock Market.

Stock Options and Stock Appreciation Rights

The per share exercise price of stock options granted under the Equity Plan is determined by the Administrator in its discretion; provided, however, that unless an option is intended to comply with Code Section 409A, the exercise price may not be less than 100% of the fair market value of a share of our common stock on the date the option is granted. The exercise price of options granted under the Equity Plan may be paid in cash or, with the Administrator’s consent:

An optionee who exercises a SAR receives the increase in value of a share of our common stock over the exercise price. The exercise price for SARs may not be less than 100% of the fair market value of a share of our common stock on the date the SAR is granted. Amounts paid with respect to SARs may be made in cash, in shares, or any combination thereof.

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Options and SARs vest as determined by the Administrator at the time of grant. Options and SARs expire at the time determined by the Administrator, up to a maximum of ten years from the date of grant. They generally expire earlier if the optionee’s service terminates prior to the expiration of the original term.

The aggregate fair market value, determined at the time of grant, of shares of our common stock that are exercisable with respect to ISOs for the first time by an optionee during any calendar year under all of our equity plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Shares

Restricted shares may be granted under the Equity Plan in consideration for (a) cash or cash equivalents, (b) property, (c) past or future services, (d) full-recourse promissory notes, (e) cancellation of other equity awards or (f) any other form of legal consideration approved by the Administrator. Restricted shares may be subject to vesting, which is tied to service, attainment of performance-based conditions, or a combination of both, as determined by the Administrator. Recipients of restricted shares generally have all of the rights of a stockholder with respect to those shares, including voting rights, however any dividends and other distributions on restricted shares will generally be subject to the same conditions and restrictions as the underlying shares to which they were paid.

Stock Units

Stock units may be granted under the Equity Plan for no consideration. In general, these awards will be subject to vesting, as determined by the Administrator. Vesting may be tied to length of service, attainment of performance-based conditions, or a combination of both, as determined by the Administrator. Settlement of vested stock units may be made in cash, shares or any combination thereof, as determined by the Administrator. Recipients of stock units generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied and the award is settled. At the Administrator’s discretion and pursuant to the Equity Plan, dividend equivalents on stock units will be subject to the same vesting conditions and restrictions as the stock units to which they attach.

Changes in Capital Structure

In the event of certain changes in our capitalization, including a stock split, a stock dividend, or a combination or consolidation of the outstanding shares (by reclassification or otherwise) into a lesser number of shares, adjustments will automatically be made to (a) the number and kind of shares reserved for issuance under the Equity Plan and the limit on ISOs, and (b) the number and kind of shares subject to each outstanding award and/or the exercise price of each outstanding award. In the event of an extraordinary dividend, a recapitalization, a spin-off or similar occurrence, the Administrator shall, in its sole discretion, make one or more of the foregoing adjustments as it deems appropriate.

Corporate Transactions

In the event that we are a party to a merger, consolidation, or a change in control transaction, all outstanding awards will be governed by the terms of the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which we are a party, in a manner determined by the Administrator). Such treatment may include any of the following actions with respect to each outstanding award:

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The Administrator also has the discretion, either at the time an award is granted or at any time while the award remains outstanding, to accelerate the vesting upon the occurrence of a change of control, whether or not the award is to be assumed or replaced in the transaction, or in connection with a termination of the participant’s service following the transaction.

For this purpose, a change in control transaction includes:

Clawback Policy

All awards granted under the Equity Plan, all amounts paid under the Equity Plan, and all shares of our common stock issued under the Equity Plan will be subject to recoupment, clawback or recovery by us in accordance with applicable law and policy adopted by us.

Equity Award Policy

Effective January 1, 2026, we have adopted a policy pursuant to which the vesting of equity awards are accelerated in the event of the death of the grantee. Our Equity Award Policy provides, upon the death of the grantee, full vesting of time-based equity awards and pro rata vesting of performance-based equity awards.

Amendments or Termination

Our board of directors may amend or terminate the Equity Plan at any time and for any reason and no awards will be made under the Equity Plan after it is terminated. If not terminated earlier by our board of directors, the Equity Plan will automatically terminate ten years after the later of (a) the date when our board of directors approved the Equity Plan or (b) the date when our board of directors approves the most recent increase in our share reserve that is also approved by our stockholders.

Certain Federal Income Tax Aspects of Awards Granted Under the Equity Plan

This is a general summary of the federal income tax aspects of awards that may be made under the Equity Plan based on existing U.S. federal income tax laws. It does not describe a number of special tax rules, including the alternative minimum tax and various elections that may be applicable under certain circumstances. It also does not reflect provisions of the income tax laws of any municipality, state or foreign country in which a holder may reside, nor does it reflect the tax consequences of a holder’s death. The tax consequences of awards granted under the Equity Plan depend upon the type of award.

Incentive Stock Options

No taxable income is recognized by an optionee upon the grant or vesting of an ISO, and no taxable income is recognized at the time an ISO is exercised unless the optionee is subject to the alternative minimum tax. The

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excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares is includable in alternative minimum taxable income.

If the optionee holds the purchased shares for more than one year after the date the ISO was exercised and more than two years after the ISO was granted (required ISO holding periods), then the optionee will generally recognize long-term capital gain or loss upon disposition of such shares. The gain or loss will equal the difference between the amount realized upon the disposition of the shares and the exercise price paid for such shares. If the optionee disposes of the purchased shares before satisfying either of the required ISO holding periods, then the optionee will recognize ordinary income equal to the fair market value of the shares on the date the ISO was exercised over the exercise price paid for the shares (or, if less, the amount realized on a sale of such shares). Any additional gain will be a capital gain and will be treated as short-term or long-term capital gain depending on how long the shares were held by the optionee.

Nonstatutory Stock Options

No taxable income is recognized by an optionee upon the grant or vesting of an NSO. The optionee will generally recognize ordinary income in the year in which the option is exercised equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares. If the optionee is an employee or former employee, the optionee will be required to satisfy the tax withholding requirements applicable to such income. Upon resale of the purchased shares, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain or loss depending on how long the shares were held by the optionee.

Restricted Shares

A participant who receives an award of restricted shares generally does not recognize taxable income at the time of the award. Instead, the participant recognizes ordinary income when the shares vest, subject to withholding if the participant is an employee or former employee. The amount of taxable income is equal to the fair market value of the shares on the vesting date(s) less the cash, if any, paid for the shares. Alternatively a participant may make a one-time election to recognize income at the time the participant receives restricted shares in an amount equal to the fair market value of the restricted shares (less any cash paid for the shares) on the date of the award by making an election under Section 83(b) of the Code.

Stock Units

In general, no taxable income results upon the grant of a stock unit. The recipient will generally recognize ordinary income, subject to withholding if the recipient is an employee or former employee, equal to the fair market value of the shares that are delivered to the recipient upon settlement of the stock unit. Upon resale of the shares acquired pursuant to a stock unit, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain or loss depending on how long the shares were held by the recipient.

Stock Appreciation Rights

In general, no taxable income results upon the grant of a SAR. A participant will generally recognize ordinary income in the year of exercise equal to the value of the shares or other consideration received. In the case of a current or former employee, this amount is subject to withholding.

Section 409A

The foregoing description assumes that Section 409A of the Code does not apply to an award. In general, options and SARs are exempt from Section 409A if the exercise price per share is at least equal to the fair market value per share of the underlying stock at the time the option or SAR was granted. Stock units are subject to Section 409A unless they are settled within two and one half months after the end of the later of (i) the end of our fiscal year in which vesting occurs or (ii) the end of the calendar year in which vesting occurs. Restricted share awards are not generally subject to Section 409A. If an award is subject to Section 409A and the provisions for the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of the award vested (regardless of whether it had been exercised

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or settled). This amount would also be subject to a 20% U.S. federal tax in addition to the U.S. federal income tax at the participant’s usual marginal rate for ordinary income.

Tax Consequences to Us

We will generally be entitled to an income tax deduction at the time and to the extent a participant recognizes ordinary income as a result of an award granted under the Equity Plan. However, Section 162(m) of the Code may limit the deductibility of certain awards granted under the Equity Plan.

New Plan Benefits

Because the Equity Plan, as proposed to be amended, is discretionary, benefits to be received by individual participants are not determinable. However, pursuant to our non-employee director compensation program (described in the section of this proxy statement titled “Corporate Governance—Director Compensation”), non-employee members of our board of directors receive equity awards annually in connection with our annual meeting of stockholders. The table set forth below describes the value of the equity awards that our current non-employee directors as a group will be granted on or as soon as reasonably practicable following the date of our 2026 annual meeting of stockholders, assuming each non-employee director is re-elected to our board of directors, and highlights the fact that none of our named executive officers or other employees will receive any set benefits or awards conditioned upon stockholder approval of the Amendment.

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Existing Plan Benefits

The following table sets forth information about stock options granted under the Equity Plan since inception through March 31, 2026:

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We are asking stockholders to vote on the following resolution:

RESOLVED, that the Company’s stockholders hereby approve the Amendment to the Company’s Amended and Restated 2015 Equity Incentive Plan to increase the number of shares authorized for issuance thereunder by 3,200,000 shares of our common stock.

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Vote Required

The affirmative vote of a majority of votes cast is required to approve the Amendment. Abstentions and broker non-votes will not affect the outcome of this proposal, other than counting towards the quorum of the meeting.

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Corporate Governance

Governance of Our Company

We seek to maintain high standards of business conduct and corporate governance, which we believe are fundamental to the overall success of our business, serving our stockholders well and maintaining our integrity in the marketplace. Our corporate governance guidelines and code of conduct, together with our amended and restated certificate of incorporation, and our amended and restated bylaws and the charters for each of our board committees, form the basis for our corporate governance framework. We also are subject to the Sarbanes-Oxley Act, the rules and regulations of the SEC and the corporate governance rules of the Nasdaq. Our board of directors has established three standing committees to assist it in fulfilling its responsibilities to the Company and its stockholders: the audit committee, the human capital committee, and the nominating, corporate governance and compliance committee.

Corporate Governance Guidelines

Our corporate governance guidelines are designed to help ensure effective corporate governance of our company. Our corporate governance guidelines cover topics including, but not limited to, director qualification criteria, director responsibilities, director compensation, director orientation and continuing education, communications from stockholders to our board of directors, succession planning and the annual evaluations of our board of directors and its committees. Our corporate governance guidelines are reviewed by the nominating, corporate governance and compliance committee and amended by our board of directors when appropriate. The full text of our corporate governance guidelines is available on our website at http://investor.natera.com. A printed copy may also be obtained by any stockholder upon request to our Corporate Secretary.

Code of Conduct

Our board of directors has adopted a code of conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior officers. The full text of our code of conduct, as may be amended from time to time, is posted in the Investor Relations—Governance—Governance Documents section of our website at http://investor.natera.com. We intend to post future amendments to, or waiver of, our code of conduct, at the same location on our website identified above. Among other matters, our code of conduct is designed to deter unlawful or unethical behavior, including:

Insider Trading Policy

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reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. A copy of our insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

Board Composition

Our business affairs are managed under the direction of our board of directors, which is currently composed of eleven members. Eight of our directors — Messrs. Botha and Rosenman, Drs. Baynes, Bertagnolli, Chapman, Marcus, and Rubin, and Ms. Williams-Brinkley — are independent within the meaning of the listing rules of the Nasdaq. Our board of directors is divided into three classes with staggered three-year terms. Generally, directors in a particular class will be elected for a three-year term at the annual meeting of stockholders in the year in which their terms expire. As a result, typically only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing to serve for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor or the earlier of his or her death, resignation or removal. The classification of our board of directors may have the effect of delaying or preventing changes in our control or management.

Considerations in Evaluating Director Nominees

When considering potential candidates for membership on our board of directors, our nominating, corporate governance and compliance committee considers relevant business and other experience, including the number of additional private and public companies on which such nominee serves, and demonstrated character and judgment, as described in our Policies and Procedures for Director Candidates, which are posted in the Investor Relations—Governance Documents section of our website at http://investor.natera.com. In addition, our nominating, corporate governance and compliance committee considers the current composition of the board of directors in its evaluation of candidates for membership. Our board of directors believes that factors such as range and diversity of expertise, perspective in areas relevant to our business, character, judgment, age, independence, expertise, experience, length of service and other commitments as it relates to each individual board member as well as the board of directors as a whole are important considerations in determining board composition. Our nominating, corporate governance and compliance committee believes that, as a group, the nominees for election at the Annual Meeting complement the overall composition of our board of directors and bring a diverse range of backgrounds, experiences and perspectives to the board of directors’ deliberations.

In considering director nominees, our nominating, corporate governance and compliance committee also considers any comments submitted by our stockholders regarding the service of such nominee.

The nominating, corporate governance and compliance committee will consider stockholder nominations for directors submitted in accordance with the procedure set forth in our amended and restated bylaws and our Policies and Procedures for Director Candidates, which are each posted in the Investor Relations section of our website at http://investor.natera.com, as further described below under “Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.” There are no differences in the manner in which our nominating, corporate governance and compliance committee evaluates a candidate that is recommended for nomination for membership on our board of directors by a stockholder, as opposed to a candidate that is recommended for nomination for membership on the board of directors by our nominating, corporate governance and compliance committee and our board of directors. Our nominating, corporate governance and compliance committee has not received any stockholder nominations in connection with the Annual Meeting.

Director Independence

Our common stock is listed on the Nasdaq. The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nomination committees be independent. Under Nasdaq rules, a director will only qualify as an “independent

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director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that none of our non-employee directors — Messrs. Botha and Rosenman, Drs. Baynes, Bertagnolli, Chapman, Marcus, and Rubin, and Ms. Williams-Brinkley — has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq rules. As discussed in the “Executive Sessions” section below, the independent members of our board of directors meet in executive session at both regular and specially called meetings of the board of directors.

Audit and compensation committee members must also satisfy the enhanced independence criteria set forth in Rule 10A-3 and 10C-1, respectively, under the Exchange Act, and corresponding Nasdaq rules. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. Each member of our audit committee — Mr. Rosenman and Drs. Chapman and Marcus — qualifies as an independent director pursuant to Rule 10A-3. Each member of our human capital committee — Dr. Chapman, Mr. Rosenman, and Ms. Williams-Brinkley — qualifies as independent under Rule 10C of the Exchange Act and related Nasdaq listing standards, and each is an “outside director” as such term is defined under Section 162(m) of the Internal Revenue Code of 1986, as amended, and a “non-employee director” as such term is defined under Rule 16b-3 of the Exchange Act.

Board Leadership Structure

Pursuant to our Corporate Governance Guidelines, our board of directors may separate or combine the roles of the chairman of the board of directors and chief executive officer when and if it deems it advisable and in our best interests and in the best interests of our stockholders to do so. These roles are currently separated, as Dr. Rabinowitz currently serves as Executive Chairman of our board of directors, while Mr. Chapman serves as our Chief Executive Officer. Our board of directors regularly evaluates its leadership structure to determine which structure best serves the interests of the company and of our stockholders as we implement our growth and business plans, and believes that separating the roles of the chairman of the board of directors and chief executive officer is the appropriate leadership structure for us at this time, as it allows our Chief Executive Officer to focus on our day-to-day business while allowing our Executive Chairman to continue to advise the company and its management, provide strategic guidance, and interface with our board of directors.

In addition, pursuant to our Corporate Governance Guidelines, if the chairman of our board of directors is not an independent director, the board of directors will appoint a Lead Independent Director to facilitate communication between management, the independent directors and the chairman of our board of directors, as well as participate in setting agendas for meetings and presiding at executive sessions of the board of directors. Although the roles of the chairman of the board of directors and chief executive officer are currently separated, because our executive chairman is not an independent director, our board of directors has determined that it is in the best interests of the company and its stockholders to maintain the appointment of Mr. Botha as the Lead Independent Director. In addition, our Corporate Governance Guidelines provides that the next chairman of the board to succeed Dr. Rabinowitz will be an independent director.

Our Corporate Governance Guidelines are posted on our Investor Relations website at http://investor.natera.com.

Board Oversight of Risk; Board Committees

One of the key functions of our board of directors is informed oversight of risk, which includes understanding the material risks faced by the Company and the means by which management manages such risks, as well as understanding the level of risk that is appropriate for our Company in the context of the business, legal and regulatory environments in which the Company operates. Our board of directors encourages management to

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promote a corporate culture that incorporates risk management into our company’s day-to-day business operations. Our board of directors performs its oversight function directly as a full board; through three standing committees that address risks inherent in their respective areas of oversight; and through special committees formed from time to time to oversee and address risks relating to specific matters. Each standing committee of the board receives regular reports from the executive and management team and outside advisors, as appropriate, who are responsible for the respective areas of risk that such committee oversees. Each standing committee of the board provides regular reports to the full board of directors at board meetings.

The three standing board committees are responsible for oversight of the following risks:

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Our Chief Legal Officer and our Chief Compliance Officer engage with our board of directors on a regular basis, each providing quarterly reports to the board on legal, regulatory, compliance, and risk matters as well as providing updates as needed or as requested by our board of directors. Our Chief Compliance Officer also meets in executive session with the independent members of the board on an annual basis to discuss regulatory, compliance and risk matters without the presence of management. Our Chief Compliance Officer also reports on compliance and risk matters on a quarterly basis to the nominating, corporate governance and compliance committee. In addition, our Chief Compliance Officer and Chief Technology Officer attend regular meetings of our board of directors, and provide reports and engage in discussions relating to cybersecurity and information security matters. Our board of directors believes that the structure it has implemented, coupled with its regular interaction with senior management and engagement of outside experts and advisors, is appropriate and effectively facilitates the board’s carrying out of its risk oversight responsibility.

Our board of directors and its committees set schedules for meetings throughout the year and can also hold special meetings and act by written consent from time to time, as appropriate. Our board of directors has delegated various responsibilities and authority to its committees as noted above and described in more detail below. Each member of each committee of our board of directors qualifies as an independent director in accordance with applicable SEC rules and Nasdaq listing standards. Each committee of our board of directors has a written charter approved by our board of directors. Copies of each charter are posted in the Investor Relations section of our website at http://investor.natera.com.

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Stockholder Recommendations for Nominations to the Board of Directors

Our nominating, corporate governance and compliance committee has adopted Policies and Procedures for Director Candidates, the full text of which is available on our website at http://investor.natera.com. Stockholder recommendations for candidates to our board of directors must be received by December 31 of the year prior to the year in which the recommended candidates will be considered for nomination, must be directed (i) by email to corpsec@natera.com or (ii) in writing to Natera, Inc., 13011 McCallen Pass, Building A Suite 100, Austin, Texas 78753, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between us and the candidate within the last three years and evidence of the recommending person’s ownership of our capital stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for membership on the board of directors, including issues of character, judgment, diversity, age, independence, expertise, corporate experience, length of experience, other commitments and the like, personal references and an indication of the candidate’s willingness to serve.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2025, the human capital committee of our board of directors was comprised of Dr. Chapman, Mr. Rosenman, and Ms. Williams-Brinkley. None of our executive officers serves, or served during the year ended December 31, 2025, as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our board of directors or our human capital committee.

Meetings of the Board of Directors

The full board of directors met five times during the year ended December 31, 2025. All directors attended at least 75% of the aggregate of the total number of meetings of the board of directors and of any committees of the board of directors of which he or she was a member during the year ended December 31, 2025.

It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. We have scheduled our Annual Meeting on the same day as a regularly scheduled board of directors meeting in order to facilitate attendance by the members of our board of directors. Seven of our directors attended our annual meeting of stockholders in 2025.

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Executive Sessions

Executive sessions of our independent directors are generally held at each regularly scheduled meeting of our board of directors and at other times they deem necessary. Our board of director’s policy is to hold executive sessions both with and without the presence of management. Our board committees also generally meet in executive session at each committee meeting.

Director Compensation

Our board of directors approves the form and amount of director compensation. Our human capital committee retains the services of Aon to advise it on the structure of our director compensation program and executive officers may make recommendations on the form and amount of director compensation, but the board makes the final decision and is not bound by human capital committee or executive officer recommendations.

Pursuant to our non-employee director compensation program, our non-employee directors are entitled to receive an initial equity award upon joining our board of directors, and annual equity awards thereafter. Pursuant to such compensation program, during the year ended December 31, 2025, non-employee directors were each entitled to an annual equity award valued at $355,000, to be granted on or as soon as reasonably practicable following our annual meeting of stockholders. Each such annual equity award vests in full following the completion of 12 months of continuous service as a member of our board of directors following the grant date. Additionally, pursuant to such compensation program, any new non-employee directors are entitled to receive an initial equity award valued at $425,000, to be granted on or as soon as reasonably practicable following the date of such director’s initial election or appointment to our board of directors. Such initial equity award vests in equal annual installments over three years of continuous service following the director’s election to our board of directors. The initial and annual equity awards are granted to our non-employee directors in the form of restricted stock units (RSUs) pursuant to our Equity Plan, with the number of RSUs covered by an award determined based upon the average closing price per share of our common stock in the 30 calendar days prior to the date of grant. Each initial and annual equity award held by a non-employee director will become fully vested if we are subject to a change in control prior to the termination of a director’s service. In addition, as further discussed in “Executive Compensation – Compensation Discussion & Analysis,” our board of directors approved, effective January 1, 2026, an Equity Award Policy pursuant to which the vesting of equity awards are accelerated in the event of the death of a grantee, including a non-employee director. In addition, the lead independent director and the chair of each committee are entitled to receive, in addition to their annual retainers described below, an additional annual equity award valued at $45,000, reflecting the significantly higher workload and time commitment of these directors. Each such additional annual equity award is granted after completion of the first quarter of each year in the form of RSUs, with the number of RSUs determined based upon the average closing price per share of our common stock in the 30 calendar days prior to the date of grant. Such additional annual equity award is vested as to 1/4th of the RSUs upon grant, with the remainder vesting in equal quarterly installments over nine months of continuous service as a member of our board of directors thereafter.

In addition, during the year ended December 31, 2025, each non-employee director was entitled to receive compensation for his or her service on our board of directors and committees thereof consisting of an annual retainer, payable quarterly, in arrears, as set forth in the following table.

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Prior to a June 2025 amendment to our non-employee director compensation program, the annual retainers were paid to our non-employee directors in cash. Effective beginning in June 2025, each non-employee director’s annual retainer was paid in the form of fully vested RSUs, with such grants subject to the director’s continuous service on the date of grant. Prior to the June 2025 amendment, each non-employee director could elect to receive all or a portion of his or her annual cash retainer(s) in the form of fully vested RSUs. The annual retainer RSUs were prior to the amendment, and currently are, granted with an aggregate grant date fair value equal to the elected cash amount that otherwise would have been payable for such quarter. The number of shares subject to such RSUs are computed based on the average closing price per share of the Company’s Common Stock in the 30 days prior to the grant date.

For the quarter ended March 31, 2025, each of Drs. Baynes and Healy and Messrs. Botha and Rosenman received RSUs in lieu of their respective cash retainers. Drs. Chapman and Marcus and Ms. Williams-Brinkley elected to receive their respective retainers entirely in cash.

Under the Equity Plan, the aggregate grant date fair value of awards granted to a non-employee director, together with the value of any cash compensation paid to such non-employee director, may not exceed $900,000 in any one fiscal year of the Company, except that the limitation in the fiscal year in which such non-employee director is initially appointed or elected to our board of directors may not exceed $1,250,000.

We have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings.

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The following table sets forth information about the compensation for service during the year ended December 31, 2025 of each of the non-employee members of our board of directors who served as a director during such year. A non-employee director is a director who is not employed by us and who does not receive compensation from us or have a business relationship with us that would require disclosure under certain SEC rules. Other than as set forth in the table and described more fully below, we did not pay any fees to, make any equity awards or non-equity awards to or pay any other compensation to the non-employee members of our board of directors for service during the year ended December 31, 2025. None of our employees who also served as members of our board of directors are included in the table below as such individuals did not receive any compensation from us for service as a director during the year ended December 31, 2025.

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Stockholder Communications with the Board of Directors

Stockholders wishing to communicate with our board of directors or with an individual member of our board of directors may do so by writing to our board of directors or to the particular member of our board of directors, care of the Corporate Secretary by mail to our principal executive offices, Attention: Corporate Secretary. The envelope should indicate that it contains a stockholder communication. All clearly marked written communications, other than unsolicited advertising or promotional materials, are logged and copied, and forwarded to the director(s) to whom the communication was addressed. Please note that the foregoing communication procedure does not apply to (i) stockholder proposals pursuant to Exchange Act Rule 14a-8 and communications made in connection with such proposals or (ii) service of process or any other notice in a legal proceeding.

Sustainability

We seek to create positive sustainability and community impacts by supporting our employees, connecting with our communities, and being prudent stewards over our Company. Additional information about our sustainability initiatives can be found on our website at www.natera.com/sustainability. We do not incorporate the information on, or accessible through, our website into this proxy statement or any other report we file with or furnish to the SEC, and you should not consider any information on, or accessible through, our website as part of this proxy statement or any other report we file with or furnish to the SEC.

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Executive Officers

The following table provides information concerning our executive officers as of April 1, 2026:

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Steven L. Chapman. See biographical information set forth above under “Proposal One — Election of Directors — Information Regarding the Nominees and Other Directors.”

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Michael B. Brophy has served as our Chief Financial Officer since February 2017. Previously, he served as our Senior Vice President, Finance and Investor Relations since September 2016, and prior to that, as our Vice President, Corporate Development and Investor Relations since September 2015. Prior to joining Natera, Mr. Brophy served as an executive director from January 2014 to September 2015, and as a vice president from 2011 to 2013, in the investment banking division at Morgan Stanley where he focused on advising corporate clients in the life science tools and diagnostics sector. Mr. Brophy holds an M.B.A. from the University of California, Los Angeles and a Bachelor of Science in Economics from the United States Air Force Academy.

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John Fesko has served as our President, Chief Business Officer since September 2023. Previously he served as Chief Business Officer from January 2020 through August 2023 and Senior Vice President, Business Development from January 2019 through December 2019, as well as various other roles in business development since joining our company in February 2014. Prior to joining Natera, Mr. Fesko worked at various companies including Roche Molecular Systems, Inc., Novartis Pharma AG, MPM Capital and InVivoScribe, Inc. He holds an M.B.A. from the Massachusetts Institute of Technology and a Bachelor of Science in Biochemistry and Economics from the University of Notre Dame.

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Solomon Moshkevich has served as our President, Clinical Diagnostics since September 2023, overseeing productization, clinical validation, commercialization, and quality across the company. Prior to this, he served as our General Manager of Oncology. Prior to joining Natera in 2011, Mr. Moshkevich began his career as a consultant with Bain & Company in New York before joining the private equity investment team at Parthenon Capital in Boston. He currently serves on the Board of Directors for the Birthright Israel Foundation. Mr. Moshkevich holds a Bachelor of Arts degrees in Economics and Mathematics from Columbia University, and he holds an M.B.A. from Stanford University.

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Daniel Rabinowitz has served as our Secretary and Chief Legal Officer since April 2021, prior to which he served as our Secretary and General Counsel. Prior to joining Natera in 2004, Mr. Rabinowitz was a corporate partner at the law firm McDermott, Will & Emery from 2001 to 2004, and, before that, was also a corporate lawyer at the law firm Davis Polk & Wardwell from 1994 to 2001. Mr. Rabinowitz holds a Bachelor of Arts degree and a Bachelor of Laws degree from the University of the Witwatersrand, South Africa, and a Master of Laws degree from New York University School of Law.

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Matthew Rabinowitz. See biographical information set forth above under “Proposal One — Election of Directors — Information Regarding the Nominees and Other Directors.”

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Table of Contents

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Executive Compensation

Compensation Discussion and Analysis

This compensation discussion and analysis (CD&A) describes the philosophy, objectives, process, components and material aspects of our 2025 executive compensation program. This CD&A is intended to be read in conjunction with the tables that immediately follow this section, which provide further compensation information for the following individuals who were our NEOs, during our 2025 fiscal year:

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Quick CD&A Reference Guide

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I.Executive Summary

Company Overview

We are a diagnostics company with proprietary molecular and bioinformatics technology that we are applying to change disease management worldwide. Our cell-free DNA, or cfDNA, technology combines our novel molecular assays, which reliably measure many informative regions across the genome from samples as small as a single cell, with our statistical algorithms that incorporate data available from the broader scientific community to identify genetic variations covering a wide range of serious conditions with high accuracy and coverage. 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 focus on applying our technology to three main areas of healthcare – oncology, women’s health, and organ health. Since 2009, we have launched a comprehensive suite of products to improve patient care outcomes in these areas. In oncology, we commercialize personalized blood-based DNA tests designed to optimize therapy decisions from diagnosis to survivorship. In the women’s health space, we develop and commercialize non- or minimally- invasive tests to support a range of women’s health needs, from prenatal testing to hereditary cancer screening. In organ health, we offer tests to assess kidney, heart, and lung transplant rejection as well as genetic testing for chronic kidney disease. We are committed to generating peer-reviewed clinical evidence for our tests, with over 350 peer-reviewed publications as of December 31, 2025, and to maintaining a strong intellectual property portfolio, with over 650 issued or pending patents as of December 31, 2025.

Table of Contents

Executive Compensation

2025 Select Business Highlights

2025 was another very successful year for us, driven by strong financial performance and business fundamentals, including the key accomplishments listed below.

2025 Say-on-Pay Vote

At the 2025 annual meeting of stockholders, our stockholders approved the compensation of our NEOs on an advisory basis, with approximately 95.8% of the votes cast “For” such approval. Our human capital committee