UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2023

Natera, Inc.

(Exact name of registrant as specified in its charter)

13011 McCallen Pass
Building A Suite 100

Austin, TX 78753

(Address of principal executive offices, including zip code)

(650) 980-9190

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

(d)

The Board of Directors (the “Board”) of Natera, Inc., a Delaware corporation (the “Company”), based on the recommendation of the Board’s Nominating and Corporate Governance Committee, (i) increased the size of the full Board from nine to ten members and (ii) appointed Ruth Williams-Brinkley as a member of the Board, in each case effective as of March  2, 2023.

Ms. Williams-Brinkley will serve as a Class I director, with an initial term expiring at the 2025 annual meeting of stockholders. There is no arrangement or understanding between Ms. Williams-Brinkley and any other persons pursuant to which Ms. Williams-Brinkley was elected as a director.

The Board determined that Ms. Williams-Brinkley qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market. The Board has appointed Ms. Williams-Brinkley to the Compensation Committee of the Board.

In connection with her appointment to the Board, Ms. Williams-Brinkley will be entitled to receive cash and equity compensation consistent with that of the Company’s other non-employee directors. Such compensation is described in the Company’s Amended and Restated Compensation Program for Non-Employee Directors filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2022 as Exhibit 10.1 to the Company’s Current Report on Form 8-K. The Company’s form Notice of Stock Option Grant and form Stock Option Agreement were filed with the SEC on March 24, 2016 as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

The Company also will enter into an Indemnification Agreement with Ms. Williams-Brinkley, providing for indemnification and advancement of litigation and other expenses to Ms. Williams-Brinkley to the fullest extent permitted by law for claims relating to her service to the Company or its subsidiaries. The Company’s form of indemnification agreement was filed with the SEC on March 16, 2017 as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

There are no family relationships between Ms. Williams-Brinkley and any of the Company’s directors or executive officers and Ms. Williams-Brinkley does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 23, 2023