Natera, Inc.

(a)Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Chief Executive Officer Transition

On November 4, 2026, Steve Chapman resigned from service as the Company’s Chief Executive Officer and President and as a director on the Company’s Board of Directors (the “Board”), effective November 5, 2026. Mr. Chapman’s departure and resignation from the Board were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Chapman was in good standing throughout his career with the Company, and he will remain as an advisor to the Company.

Appointment of Chief Executive Officer

On November 4, 2026, the Board appointed Solomon Moshkevich as Chief Executive Officer and President of the Company, effective November 5, 2026. As Chief Executive Officer, Mr. Moshkevich will serve as the Company’s principal executive officer.

Mr. Moshkevich, age 44, served as the Company’s President, Clinical Diagnostics from September 2023 until his appointment as Chief Executive Officer, overseeing productization, clinical validation, commercialization and quality across the Company. From January 2019 to September 2023, he served as the Company’s Senior Vice President and General Manager of Oncology, where he led the Company’s efforts to achieve Medicare coverage for Signatera across multiple cancer types. Since joining the Company in 2011, Mr. Moshkevich has built and led multiple teams, including global marketing, product management, medical and scientific affairs, commercial operations, clinical trial operations, business development, international sales, program management and portfolio strategy, and has played a leading role in the development, clinical validation and commercialization of the Company’s cell-free DNA products, including Panorama, Prospera and Signatera. Prior to joining the Company, Mr. Moshkevich was a consultant with Bain & Company in New York and was a member of the private equity investment team at Parthenon Capital in Boston. He currently serves on the board of directors of Ronald McDonald House Charities of the Bay Area. Mr. Moshkevich holds a B.A. in Economics and Mathematics, summa cum laude, from Columbia University and an M.B.A. from Stanford University.

There are no family relationships between Mr. Moshkevich and any director or executive officer of the Company. Other than the Moshkevich Employment Agreement (as defined below), there is no arrangement or understanding between Mr. Moshkevich and any other person pursuant to which he was selected as an officer or director of the Company. Mr. Moshkevich has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Moshkevich Employment Agreement

In connection with his appointment, the Company and Mr. Moshkevich entered into an employment agreement, effective as of November 5, 2026 (the “Moshkevich Employment Agreement”), which supersedes Mr. Moshkevich’s prior employment agreement with the Company. Mr. Moshkevich’s employment is at will.

Under the Moshkevich Employment Agreement, Mr. Moshkevich will receive an initial annual base salary of $900,000, subject to adjustment in accordance with the Company’s compensation policies. Mr. Moshkevich will be eligible for an annual incentive bonus under the Company’s annual cash incentive program with a target of 110% of his base salary. His target bonus for fiscal 2026 will be prorated, equal to the sum of (i) his target bonus percentage in effect immediately before November 5, 2026 multiplied by his base salary for the portion of fiscal 2026 before that date, plus (ii) 110% multiplied by his new base salary for the portion of fiscal 2026 on and after that date. His fiscal 2026 bonus will be determined based on the achievement of Company performance goals previously approved by the Human Capital Committee for fiscal 2026.

Mr. Moshkevich is also eligible to receive annual equity awards under the Company’s 2015 Equity Incentive Plan (the “Plan”) in connection with the Company’s annual equity award process, subject to approval by the Board or its Human Capital Committee. The Moshkevich Employment Agreement provides that Mr. Moshkevich’s 2027 annual equity award will have a target grant date value of $10,500,000, delivered 50% in performance-based restricted stock units and 50% in time-based restricted stock units, and will be granted at the same time as the Company’s 2027 annual equity grants to the

Company’s other executive officers (currently expected to occur in January 2027), subject to approval by the Board or its Human Capital Committee at the time of grant. The performance-based restricted stock units will be subject to the terms of the Company’s 2027-2029 performance-based restricted stock unit program, as approved by the Human Capital Committee. In connection with his promotion, the Board, upon the recommendation of the Human Capital Committee, also approved a grant to Mr. Moshkevich of time-based restricted stock units under the Plan with a grant date value of $1,750,000, which will vest over four years, with 25% vesting on November 5, 2027 and the remainder vesting in 12 substantially equal quarterly installments thereafter, subject to his continued service with the Company. He will continue to participate in the Company’s employee benefit plans available to its employees generally.

If Mr. Moshkevich’s employment is terminated by the Company without “cause” or he resigns for “good reason” (each as defined in the Moshkevich Employment Agreement, and each such termination, an “involuntary termination”), then, subject to his return of Company property, resignation from all officer and director positions with the Company and its subsidiaries, and execution and non-revocation of separation agreement, which will include a general release of claims, in a form prescribed by the Company, Mr. Moshkevich will be eligible to receive the following:

•Involuntary termination not in connection with a change in control: (i) a lump-sum payment equal to 12 months of his base salary; (ii) payment of COBRA premiums for up to 12 months; (iii) accelerated vesting of his time-based equity awards equal to the greater of 50% of the then-unvested portion of such awards or the portion that would have vested had he completed an additional 18 months of service; and (iv) with respect to his performance-based equity awards, vesting in the number of shares eligible to vest based on actual performance through the end of the applicable measurement period, multiplied by the greater of 50% or the portion of the measurement period during which he would have provided service had he completed an additional 18 months of service (with full vesting of the earned shares under any award that would vest within that 18-month period, and no vesting unless the minimum performance condition is achieved).

•Involuntary termination at the time of or within 18 months following a change in control: (i) a lump-sum payment equal to the sum of 18 months of his base salary plus his target annual bonus for the year of termination; (ii) payment of COBRA premiums for up to 18 months; and (iii) full accelerated vesting of all outstanding time-based and performance-based equity awards, with performance-based awards vesting based on the greater of actual achievement as of the change in control or 100% achievement.

The foregoing description of the Moshkevich Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Moshkevich Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

Appointment of Mr. Moshkevich to the Board

On November 4, 2026, the Board appointed Mr. Moshkevich as a Class III director to fill the vacancy created by Mr. Chapman’s resignation, effective November 5, 2026. Mr. Moshkevich will serve for a term expiring at the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Moshkevich was appointed to the Board pursuant to the Moshkevich Employment Agreement, which also provides that the Company will nominate him for re-election to the Board at each annual meeting of stockholders at which his term as a director expires during his service as Chief Executive Officer. Mr. Moshkevich has not been appointed to, and is not expected to be appointed to, any committee of the Board. As an employee director, Mr. Moshkevich will not receive any additional compensation for his service on the Board. Mr. Moshkevich is party to the Company’s standard form of indemnification agreement for its directors and executive officers, the form of which was filed as Exhibit 10.9 to the Company’s Form 10-K for the fiscal year ending December 31, 2016, filed with the Securities and Exchange Commission on March 16, 2017.

Transition and Consulting Agreement with Mr. Chapman

On November 4, 2026, the Company and Mr. Chapman entered into a Transition and Consulting Agreement (the “Transition Agreement”), which provides Mr. Chapman with the benefits described below in lieu of any severance payments or benefits under his Amended and Restated Employment Agreement with the Company, effective as of August 1, 2024. Subject to the Transition Agreement (which includes a mutual release of claims) becoming effective, Mr. Chapman’s delivery of his Board resignation and his return of Company property, Mr. Chapman will be entitled to receive:

•a lump-sum transition payment of $1,000,000, equal to 12 months of his base salary, payable within 10 days after the Transition Agreement becomes effective;

•a 2026 annual bonus (with a target of $1,500,000) determined based on the fiscal 2026 performance criteria previously approved by the Human Capital Committee, using the same determination of the achievement of such performance criteria used for the Company’s other executive officers, and payable at the same time that fiscal 2026 annual bonuses are paid to the Company’s other executive officers (and in any event no later than March 15, 2027);

•payment or reimbursement of COBRA premiums for Mr. Chapman and his eligible dependents for up to 12 months; and

•the continued vesting and award treatment described below.

Pursuant to the Transition Agreement, the Company and Mr. Chapman entered into a consulting agreement (the “Consulting Agreement”), under which Mr. Chapman will provide transition and advisory services to the Company’s Chief Executive Officer and the Board, as reasonably requested (the “Consulting Period”), which may be extended by mutual written agreement. Mr. Chapman will be paid $500 per hour for up to eight hours of requested services per month. Either party may terminate the Consulting Agreement on five days’ written notice, and the Company may terminate it immediately for “Cause” (as defined in the Consulting Agreement).

Mr. Chapman’s consulting services will constitute continuous service under the Plan, and his outstanding restricted stock unit (“RSU”) awards will be treated as follows:

•Time-Based RSUs that are unvested as of November 5, 2026 will vest as to 35,000 RSUs on the date the Transition Agreement becomes effective, and as to the remaining 57,933 RSUs in 12 substantially equal monthly installments from December 5, 2026 through November 5, 2027, subject to Mr. Chapman’s continued service through each monthly vesting date.

•2024 and 2025 Performance-Based RSUs will remain outstanding and will vest in the number of shares earned based on actual achievement of the applicable three-year cumulative revenue goals, multiplied by a service credit percentage. The service credit percentage will reflect Mr. Chapman’s service completed through November 5, 2026, plus the remaining service credit, which accrues ratably over the Consulting Period, and will equal 100% if Mr. Chapman provides services through the end of the Consulting Period. Vested shares will be settled at the same time that the corresponding performance-based RSU awards held by the Company’s other executive officers are settled.

•2026 Performance-Based RSU award will be amended to provide that, if Mr. Chapman provides consulting services through the end of the Consulting Period, executes and does not revoke a bring-down release of claims thereafter, he will be deemed to have satisfied 100% of the service requirement under the award, and the award will remain outstanding following the end of the Consulting Period and will vest based on the Company’s actual achievement of the performance goals for fiscal years 2026 through 2028. Vested shares will be settled at the same time that the corresponding performance-based RSU awards held by the Company’s other executive officers are settled.

No performance-based RSUs will vest unless the minimum performance condition under the applicable award is achieved. The number of shares earned under each performance-based RSU award will be based on the Company’s actual performance as of the end of the applicable measurement period. If the Company terminates the Consulting Agreement before the end of the Consulting Period other than for Cause, then, subject to Mr. Chapman’s execution and non-revocation of a bring-down release of claims, his RSU awards will be treated as though he had continued to provide services through the end of the Consulting Period, such that his unvested time-based RSUs will vest in full and he will be deemed to have satisfied 100% of the service requirement under his 2024, 2025 and 2026 performance-based RSU awards, with vesting remaining subject to the Company’s actual performance at the end of the respective performance period for each award. If the Company terminates the Consulting Agreement for Cause before the end of the Consulting Period, or if Mr. Chapman’s service terminates due to his death or disability before the end of the Consulting Period, then, subject to Mr. Chapman’s (or his estate’s) execution and non-revocation of a bring-down release of claims, he will vest in 67,354 time-based RSUs, plus 2,132 time-based RSUs for each month of service he provides under the Consulting Agreement before his termination, death or disability, 100% of the earned shares under his 2024 and 2025 performance-based RSU awards and 77.78% of the earned shares under his 2026 performance-based RSU award.

The Transition Agreement and the Consulting Agreement also include customary provisions regarding cooperation, confidentiality and continued compliance with Mr. Chapman’s Proprietary Information and Inventions Agreement; a covenant by Mr. Chapman not to provide services to certain named competitors of the Company for six months following November 5, 2026; a covenant by Mr. Chapman not to solicit Company employees for 12 months; and mutual non-disparagement covenants by Mr. Chapman and the Company.

The foregoing description of the Transition Agreement and the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement and the Consulting Agreement, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

(c)Securities Trading Plans of Directors and Executive Officers

On September 14, 2026, Matthew Rabinowitz, ourexecutive chairman, adopted a trading arrangement for the sale of shares of our common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Dr. Rabinowitz’s Rule 10b5-1 Trading Plan provides for the potential sale of up to 200,000 shares of our common stock pursuant to the terms of the plan between January 19, 2027 and July 19, 2027.

On September 14, 2026, Daniel Rabinowitz, ourchief legal officer and secretary, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Rabinowitz’s Rule 10b5-1 Trading Plan provides for the potential sale of up to 60,000 shares of our common stock pursuant to the terms of the plan between January 2, 2027 and December 31, 2028.

On September 14, 2026, John Fesko, ourchief business officer, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Fesko’s Rule 10b5-1 Trading Plan provides for the potential sale of up to 90,000 shares of our common stock pursuant to the terms of the plan between December 14, 2026 and December 31, 2027.

On September 14 2026, Roy Baynes, amember of the Company's board of directors, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Baynes’ Rule 10b5-1 Trading Plan provides for the exercise of up to 6,869 stock options and sale of underlying shares of common stock pursuant to the terms of the plan, between December 14, 2026 and December 15, 2027.