NTRA 8-K Current Reports

Natera 8-K Report, Financial Results (Aug 6, 2026)

Natera, Inc. (NASDAQ: NTRA) reported second-quarter 2026 results for the period ended June 30, 2026, with total revenues of $752.8 million, up 37.7% from $546.6 million a year earlier. Gross margin was 64.5% versus 63.4% in the prior-year quarter, and the filing notes that revenue accrual change estimates of approximately $52.3 million boosted gross margin in the quarter. Tests processed reached approximately 1,043,900, up 22.4%, with oncology tests at approximately 296,700, up 57.2%. Clinical MRD oncology units grew by 34,000 sequentially, the largest sequential increase to date according to the company. Net loss narrowed to $67.0 million, or $(0.47) per diluted share, from $100.9 million, or $(0.74) per share, a year earlier. Loss from operations was $75.8 million versus $110.4 million. Research and development expense rose to $228.1 million from $146.4 million, and SG&A rose to $327.2 million from $310.5 million. Cash, cash equivalents and restricted cash were $1,091.5 million at June 30, 2026, compared with $1,076.1 million at December 31, 2025, and debt under the UBS line of credit was $80.3 million. Management raised 2026 revenue guidance by $100 million at the midpoint, to $2.85 billion to $2.91 billion, and reiterated gross margin guidance of approximately 64% to 66%, SG&A of $1.125 billion to $1.225 billion, R&D of $800 million to $900 million, and positive cash flow. The filing also highlights regulatory milestones for Signatera in May through July 2026 and expanded Medicare surveillance coverage for Prospera.

Aug 6, 2026 8-K

Natera 8-K Report, Executive Changes (Jul 6, 2026)

Natera, Inc. (NTRA) filed a Form 8-K dated July 6, 2026, reporting an event of July 1, 2026. The filing is limited to a single Item 5.02 disclosure concerning board composition. It states that on July 1, 2026, Monica Bertagnolli notified the Board of Directors of her intention to resign from the Board and all of its committees, effective July 1, 2026, citing her new position with the National Academy of Medicine. The filing explicitly states that Ms. Bertagnolli's resignation was not the result of any disagreement with the Company on matters relating to its operations, policies or practices. The report contains no financial results, operational updates, or compensation changes, and it does not name a replacement director. For investors, this is a routine governance change with no stated financial impact. The primary item to monitor is whether the Board announces a successor or changes to committee composition in subsequent filings.

Jul 6, 2026 8-K/A

Leadership ChangesShareholder MattersExhibits & Filings

Natera 8-K/A Report, Executive Changes (Jun 16, 2026)

Natera, Inc. (NTRA) filed this Form 8-K on June 16, 2026 under Item 5.02 to report a board change. The Board increased the size of the full Board from eleven to twelve members and appointed Thomas Lynch as a member, both effective June 2, 2026. Dr. Lynch will serve as a Class I director with an initial term expiring at the 2028 annual meeting of stockholders, and the Board determined he is independent under Nasdaq listing standards and the Securities Act. He was appointed to the Human Capital Committee. Dr. Lynch will receive cash and equity compensation consistent with the Company's other non-employee directors, as described in the Amended Compensation Program for Non-Employee Directors previously filed as an exhibit to the Form 10-Q for the quarter ended June 30, 2025. His initial equity award vests as to one-third of the shares on each of June 26, 2027, 2028, and 2029. The Company also expects to enter into an Indemnification Agreement with him. The filing states there are no family relationships between Dr. Lynch and any directors or executive officers, and no arrangement or understanding under which he was elected, and he has no material interest in related-person transactions under Item 404(a). This amendment was filed solely to add XBRL tagging omitted from the original filing and makes no changes to the disclosures.

Jun 16, 2026 8-K

Natera 8-K Report, Executive Changes (Jun 16, 2026)

Natera, Inc. reported the results of its Annual Meeting of Stockholders, held June 11, 2026. Stockholders approved an amendment to the Amended and Restated 2015 Equity Incentive Plan that increases the shares reserved for issuance under the plan by 3.2 million shares of common stock. Officers and directors are among the persons eligible for awards under the plan. The filing refers to the Proxy Statement filed April 23, 2026 for a detailed summary of the amendment. Of the 142,778,493 shares outstanding on the April 15, 2026 record date, 130,691,097 were present in person or by proxy, which constituted a quorum. All five proposals were voted on. Stockholders elected three Class II directors, Rowan Chapman, Herm Rosenman and Jonathan Sheena, for terms ending at the 2029 annual meeting, and one Class I director, Eric H. Rubin, for a term ending at the 2028 annual meeting. They ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026 and approved the advisory vote on named executive officer compensation. On the frequency of future say-on-pay votes, the "One Year" option received the most votes of the choices offered. The equity plan amendment passed, with 95,735,506 votes for and 26,861,815 against, plus 123,232 abstentions and 7,970,544 broker non-votes. The against count is the largest opposition figure in the meeting, and investors may watch it as a signal of stockholder sentiment toward the increased share reserve.

Jun 16, 2026 8-K

Natera 8-K Report, Executive Changes (Jun 5, 2026)

On June 5, 2026, Natera, Inc. (NTRA) filed a Form 8-K under Item 5.02 reporting a board change. Effective June 2, 2026, the Board of Directors increased the size of the full Board from eleven to twelve members and appointed Thomas Lynch as a member. Dr. Lynch was designated a Class I director with an initial term expiring at the 2028 annual meeting of stockholders, and the Board determined he is independent under the Securities Act and Nasdaq listing standards. The filing states that Dr. Lynch has been appointed to the Human Capital Committee. He will receive cash and equity compensation consistent with the Company's other non-employee directors, as described in the Amended Compensation Program for Non-Employee Directors. His initial equity award vests as to one-third of the shares on each of June 26, 2027, 2028, and 2029. The Company also expects to enter into an Indemnification Agreement with him. The filing states there is no arrangement or understanding under which Dr. Lynch was elected, no family relationships with any director or executive officer, and no material interest in any related-person transaction under Item 404(a) of Regulation S-K. The filing's exhibits are previously filed compensation, equity plan, and indemnification documents incorporated by reference, plus the XBRL cover page.

Jun 5, 2026 8-K

Natera 8-K Report, Financial Results (May 7, 2026)

Natera, Inc. (NASDAQ: NTRA) reported first-quarter 2026 results on May 7, 2026, with total revenues of $696.6 million, up 38.8% from $501.8 million in the first quarter of 2025. Gross margin improved to 64.7% from 63.1%, and the company processed approximately 1,013,600 tests, an increase of 18.5% year over year. Oncology volume was a standout, with approximately 258,900 oncology tests processed versus 167,700 a year earlier, a 54.4% increase. Profitability remained negative. Loss from operations widened to $93.5 million from $79.2 million, driven by higher research and development expense ($210.7 million versus $129.1 million) and selling, general and administrative expense ($327.9 million versus $266.9 million). Net loss was $85.1 million, or $(0.60) per diluted share, compared with a net loss of $66.9 million, or $(0.50) per diluted share, a year earlier. Cash, cash equivalents and restricted cash were $1,087.9 million at March 31, 2026, and the company reported positive cash inflow of approximately $11.8 million for the quarter. Natera raised its 2026 revenue guidance to $2.74 billion to $2.82 billion from $2.62 billion to $2.70 billion, and lifted its gross margin outlook to approximately 64% to 66%. It also raised its research and development cost guidance to $800 million to $900 million, while selling, general and administrative guidance was unchanged at $1.125 billion to $1.225 billion.

May 7, 2026 8-K

Natera 8-K Report, Executive Changes (Apr 1, 2026)

On April 1, 2026, Natera, Inc. (NTRA) filed a Current Report on Form 8-K under Item 5.02 announcing a board change. Effective March 26, 2026, the Board of Directors increased its size from ten to eleven members and appointed Eric Rubin as a director. Dr. Rubin was named a Class I director with an initial term expiring at the 2028 annual meeting of stockholders, and the Board determined he is independent under Nasdaq listing standards. He was also appointed to the Nominating, Corporate Governance and Compliance Committee. The filing states Dr. Rubin will receive cash and equity compensation consistent with the company's other non-employee directors, as described in the Amended Compensation Program for Non-Employee Directors previously filed with the SEC. His initial equity award vests as to one-third of the shares on each of March 26, 2027, 2028, and 2029. The company also entered into an indemnification agreement with him, and the filing states there are no family relationships with other directors or executive officers and no related-party transactions requiring disclosure under Item 404(a). The filing describes a governance change rather than a financial event, and it contains no financial results or operating metrics. The 8-K lists exhibits incorporated by reference to prior SEC filings, including the director compensation program, the Amended and Restated 2015 Equity Incentive Plan, and the form of indemnification agreement, along with the inline XBRL cover page.

Apr 1, 2026 8-K

Natera 8-K Report, Financial Results (Feb 26, 2026)

Natera, Inc. (NASDAQ: NTRA) reported fourth-quarter and full-year 2025 results on February 26, 2026, furnished as Exhibit 99.1 (press release) and Exhibit 99.2 (investor presentation). Total revenues were $665.5 million in Q4 2025, up 39.8% from $476.1 million in Q4 2024, and $2,306.1 million for full-year 2025, up 35.9% from $1,696.9 million. Gross margin rose to 66.9% in the quarter and 64.7% for the full year, compared with 62.9% and 60.3% a year earlier. Tests processed reached approximately 923,600 in Q4 2025 and 3,525,500 for the full year, and oncology tests grew 51.6% for the year to approximately 800,800. Profitability remained negative. The full-year net loss was $208.2 million, or $(1.52) per diluted share, versus $190.4 million, or $(1.53) per share, in 2024. Loss from operations narrowed to $309.9 million for the full year from $222.3 million in 2024, while operating expenses rose 44.6% to $1,801.4 million. Q4 operating loss was $22.8 million, compared with $64.7 million a year earlier. Cash, cash equivalents, short-term investments and restricted cash totaled $1,076.1 million at year-end 2025, up from $968.3 million, and the company reported positive cash inflow of approximately $107.6 million for 2025. For 2026, Natera guided to total revenue of $2.62 billion to $2.70 billion, gross margin of approximately 63% to 65%, SG&A of $1.125 billion to $1.225 billion, R&D of $750 million to $850 million, and positive net cash inflow. The presentation attributes part of revenue to gross-margin true-up benefits in prior periods and notes that the $2.60-$2.68 billion figure in the presentation differs slightly from the press release range.

Feb 26, 2026 8-K

Securities & ListingOther EventsExhibits & Filings

Natera 8-K Report, Financial Results (Jan 12, 2026)

Natera, Inc. (NASDAQ: NTRA) filed this Current Report on Form 8-K on January 12, 2026 to furnish a press release dated January 11, 2026 announcing preliminary, unaudited results for the fourth quarter and full year ended December 31, 2025. The company expects total revenues of approximately $660 million in Q4 2025, compared with $476 million in Q4 2024, an increase of approximately 39%, with revenues excluding revenue true-ups greater than $600 million. For full-year 2025, total revenues are expected to be approximately $2.3 billion versus $1.7 billion in 2024, an increase of approximately 35%. The press release states this is approximately $40 million above the top end of Natera's financial outlook. Volume growth was strong, driven by oncology. Approximately 923,600 tests were processed in Q4 2025 (up 17% from 792,800), and oncology tests rose 55% year over year to approximately 233,300, including about 225,300 clinical molecular residual disease (MRD) tests. For the full year, approximately 3,525,500 tests were processed (up about 15%), and oncology tests rose 52% to approximately 800,800. Clinical MRD tests grew by approximately 22,800 sequentially in Q4 2025, described as a record sequential growth quarter. Management reported cash inflows of approximately $30 million in Q4 2025 (versus approximately $46 million in Q4 2024) and greater than $100 million for full-year 2025; these are non-GAAP measures. The figures are preliminary and subject to year-end closing procedures and audit, and actual results may differ materially. Natera plans to release complete fourth-quarter and full-year 2025 results during its February 2026 earnings call, and will present additional business updates at the 44th Annual J.P. Morgan Healthcare Conference on January 13, 2026.

Jan 12, 2026 8-K

Natera 8-K Report, Unregistered Securities Sale (Dec 5, 2025)

On December 4, 2025, Natera, Inc. completed its acquisition of Foresight Diagnostics Inc., a privately held cancer diagnostics company and CLIA-registered laboratory specializing in molecular residual disease (MRD) detection in B-cell lymphomas, under a Merger Agreement dated October 10, 2025. Natera agreed to issue 1,127,982 shares of common stock to Foresight's stockholders as consideration, plus an estimated 824,583 Potentially Issuable Shares that may become issuable over the next three years through escrow releases, milestones, post-closing price adjustments, and a price protection formula. The shares are being issued without registration under the Securities Act in reliance on Section 4(a)(2), and Natera intends to file a Form S-3 for resale of these shares. According to the accompanying press release (Exhibit 99.1), the transaction is an all-stock deal with a $275 million upfront payment and an additional $175 million in earnouts tied to revenue and reimbursement milestones. The company says the acquisition adds Foresight's PhasED-Seq phased variant technology, which Foresight reports achieves LOD95 of 0.3 parts per million, to Natera's Signatera platform, and strengthens its presence in lymphoma, where Foresight's data supported the inclusion of ctDNA MRD in NCCN guidelines for diffuse large B-cell lymphoma. The enhanced phased-variant Signatera version is available for research use now and is expected to launch clinically in 2026. The filing also notes forward-looking risks, including integration of Foresight, realization of anticipated benefits, reimbursement coverage, and the dilutive effect and trading-price sensitivity of the potentially issuable shares. Natera also plans 15 abstracts, including seven oral presentations, at the ASH Annual Meeting beginning December 6.

Dec 5, 2025 8-K

Natera 8-K Report, Financial Results (Nov 6, 2025)

Natera, Inc. (NASDAQ: NTRA) reported third-quarter 2025 results on November 6, 2025, with total revenues of $592.2 million, up 34.7% from $439.8 million in the third quarter of 2024. Product revenues were $590.2 million, up 35.3%. Gross margin percentage was 64.9%, compared with 61.8% a year earlier. The company processed approximately 893,600 tests, a 15.2% increase, and approximately 211,000 oncology tests, a 53.9% increase. The company cited record sequential growth of approximately 21,500 clinical molecular residual disease (MRD) units. Revenue growth was driven primarily by higher volume, better average selling prices, and cash receipts collected in excess of initial revenue estimates for tests delivered in prior quarters. Natera reported a net loss of $87.5 million, or $(0.64) per diluted share, for the quarter, compared with a net loss of $31.6 million, or $(0.26) per diluted share, a year earlier. Total operating expenses rose 54.9% to $482.0 million, driven mainly by salary and stock-based compensation to support new product offerings, along with higher consulting and legal expenses. The company reported positive cash flow of approximately $26.4 million for the quarter. Cash, cash equivalents, short-term investments and restricted cash totaled approximately $1,042.4 million at September 30, 2025. Management raised its 2025 total revenue guidance by $160 million at the midpoint, to $2.18 billion to $2.26 billion, from $2.02 billion to $2.10 billion. The outlook also calls for a 2025 gross margin of approximately 62% to 64%, SG&A of approximately $1.08 billion to $1.18 billion, R&D of approximately $575 million to $625 million, and net cash inflow of approximately $100 million.

Nov 6, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Natera 8-K Report, Financial Results (Aug 7, 2025)

Natera, Inc. (NASDAQ: NTRA) reported second-quarter 2025 results on August 7, 2025, with total revenues of $546.6 million, up 32.2% from $413.4 million in the second quarter of 2024. Product revenues were $544.4 million, up 32.3%, driven by higher volume, improved average selling prices, and cash receipts collected in excess of initial revenue estimates for tests delivered in prior quarters. Gross margin rose to 63.4% from 58.8%, while total operating expenses increased 59.2% to $457.0 million, mainly on compensation and stock-based compensation for new product offerings and higher legal accruals. The company posted a net loss of $100.9 million, or $(0.74) per diluted share, compared with a net loss of $37.5 million, or $(0.30) per share, a year earlier. The filing states that legal accruals of approximately $19.8 million and a stock-based compensation change in estimate of approximately $9.2 million together contributed about $(0.21) per diluted share to that loss. Management reported approximately $24.3 million of positive cash flow for the quarter and raised its 2025 total revenue outlook to $2.02 billion to $2.10 billion, from $1.94 billion to $2.02 billion, while maintaining its operating expense guidance. At June 30, 2025, the company held approximately $1,016.0 million in cash, cash equivalents, short-term investments and restricted cash, and had $80.3 million of outstanding debt under a UBS line of credit. Test volumes rose 12.2% to approximately 853,100 tests processed, with oncology tests up 50.6% to approximately 188,800. The filing furnishes the press release as Exhibit 99.1 and an investor presentation as Exhibit 99.2 under Item 2.02, and states that this information is not deemed filed under Section 18 of the Exchange Act.

Aug 7, 2025 8-K

Natera 8-K Report, Executive Changes (Jun 18, 2025)

On June 12, 2025, Natera, Inc. (NTRA) held its Annual Meeting of Stockholders, where stockholders approved an amendment to the Amended and Restated 2015 Equity Incentive Plan increasing the shares reserved for issuance by 3.6 million shares of common stock. The Company's officers and directors are among those eligible for awards under the plan. A detailed summary of the amendment appears in Proposal No. 4 of the Definitive Proxy Statement filed April 24, 2025, and the full plan text is filed as Exhibit 10.1. At the meeting, 117,454,679 shares were present in person or by proxy, out of 135,952,062 shares outstanding and entitled to vote as of the April 15, 2025 record date, establishing a quorum. Stockholders re-elected Class I directors Roy Baynes, Gail Marcus and Ruth Williams-Brinkley to terms ending at the 2028 annual meeting, though Baynes and Marcus drew substantially more withheld votes than Williams-Brinkley. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2025, approved the advisory vote on named executive officer compensation, and approved the equity plan amendment. The equity plan amendment received 83,347,717 votes for and 29,141,954 against, with 58,356 abstentions and 4,906,652 broker non-votes. The filing was signed by Chief Financial Officer Michael Brophy and dated June 18, 2025.

Jun 18, 2025 8-K

Natera 8-K Report, Financial Results (May 8, 2025)

Natera, Inc. (NASDAQ: NTRA) reported first quarter 2025 results on May 8, 2025, as set out in Exhibit 99.1, a press release, and an investor presentation furnished as Exhibit 99.2. Total revenues were $501.8 million, up 36.5% from $367.7 million in the first quarter of 2024, with product revenues of $500.0 million up 37.1%. The increase was driven mainly by higher volume and average selling price improvements, plus cash receipts collected in excess of initial revenue estimates for tests delivered in prior quarters. Gross margin rose to 63.1% from 56.7%, and the company reported approximately $23.2 million of positive cash flow in the quarter. Tests processed reached approximately 855,100, up 16.2%, and oncology tests reached approximately 167,700, up 46.1%. Profitability remained negative. Loss from operations was $79.2 million, compared with $74.3 million a year earlier, as total operating expenses rose 39.9% to $395.9 million on headcount growth and higher consulting and legal costs. Net loss was $66.9 million, or $0.50 per diluted share, versus $67.6 million, or $0.56 per share, in the prior-year quarter. Cash, cash equivalents, short-term investments and restricted cash totaled approximately $991.6 million at March 31, 2025, against $80.3 million of debt outstanding under a UBS line of credit. Management raised its 2025 guidance. Total revenue is now expected at $1.94 billion to $2.02 billion, up from $1.87 billion to $1.95 billion in the original outlook. Gross margin is still expected at 60% to 64%, SG&A is raised to $975 million to $1.05 billion from $950 million to $975 million, and R&D is raised to $550 million to $590 million from $525 million to $550 million. The company continues to expect positive net cash inflow for the year.

May 8, 2025 8-K

Natera 8-K Report, Executive Changes (Mar 12, 2025)

Natera, Inc. filed a Form 8-K dated March 12, 2025 under Item 5.02 to report a board change. Effective March 6, 2025, the Board increased its size from ten to eleven members and appointed Dr. Monica Bertagnolli as a director. The Board determined she is independent under the Securities Act of 1933 and Nasdaq listing standards, and appointed her to the Nominating, Corporate Governance and Compliance Committee. She will serve as a Class III director with an initial term expiring at the 2027 annual meeting of stockholders. Dr. Bertagnolli previously served on the Board from November 2020 until she resigned in August 2022 to become Director of the National Cancer Institute. Her compensation will be consistent with the Company's other non-employee directors, under the Amended Compensation Program for Non-Employee Directors. Her initial equity award vests in equal one-third installments on June 12, 2025, 2026, and 2027. The Company also entered into an indemnification agreement with her. The filing states there is no arrangement or understanding under which she was elected, and no family relationships or Item 404(a) related-party interests. For investors, this is a governance update rather than a financial disclosure. The filing contains no financial results, and its exhibits are compensation plans, an equity incentive plan, and a form of indemnification agreement incorporated by reference to earlier SEC filings.

Mar 12, 2025 8-K

Natera 8-K Report, Financial Results (Feb 27, 2025)

Natera, Inc. (NASDAQ: NTRA) reported fourth quarter and full year 2024 results on February 27, 2025, furnishing a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2). Total revenues were $476.1 million in Q4 2024, up 53.0% from $311.1 million in Q4 2023, and $1,696.9 million for full year 2024, up 56.7% from $1,082.6 million. Gross margin expanded to 62.9% in Q4 2024 (from 51.4%) and 60.3% for the full year (from 45.5%). Loss from operations narrowed to $222.3 million for 2024 from $446.3 million in 2023, and the full-year net loss was $190.4 million, or $(1.53) per diluted share, versus $434.8 million, or $(3.78) per share, in 2023. Natera generated positive cash flow of approximately $45.7 million in Q4 2024 and ended the year with about $968.3 million in cash, cash equivalents, short-term investments and restricted cash. For 2025, Natera guided to total revenue of $1.87 billion to $1.95 billion, gross margin of 60% to 64%, SG&A of $950 million to $975 million, R&D of $525 million to $550 million, and positive net cash inflow. The company's presentation states the revenue midpoint implies 24% pro forma growth versus 2024 after adjusting for true-ups. Test volumes also grew, with approximately 792,800 tests processed in Q4 2024 (up 26.5%) and oncology tests reaching approximately 150,800 in the quarter (up 54.7%).

Feb 27, 2025 8-K

Natera 8-K Report, Financial Results (Jan 13, 2025)

Natera, Inc. (NASDAQ: NTRA) filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish a January 12, 2025 press release announcing preliminary, unaudited results for the fourth quarter and full year ended December 31, 2024. The company expects total revenues of approximately $472 million for the fourth quarter of 2024, versus $311 million in the fourth quarter of 2023, an increase of approximately 52%. For the full year 2024, it expects total revenues of approximately $1.7 billion, versus $1.1 billion in 2023, an increase of approximately 56%. The company states this is approximately $53 million above the top end of its financial outlook. Volume metrics were also strong. Natera expects to have processed approximately 792,800 tests in the fourth quarter of 2024 (up 26.5%) and approximately 3,064,600 tests for the full year (up 22.8%). Oncology testing grew faster, with approximately 150,800 oncology tests in the fourth quarter (up 54.7%) and 528,200 for the full year (up 54.9%). The company reported a record quarter for its three flagship products: Panorama, Prospera and Signatera. Natera also expects positive non-GAAP cash inflows of approximately $45.8 million in the fourth quarter and $86.3 million for the full year 2024, compared with outflows of $60.8 million and $267.1 million in the respective 2023 periods. The company notes these figures are estimates, that results may change after year-end closing and audit, and that complete results will be released on its February 2025 earnings call. Additional business updates are scheduled for the 43rd Annual J.P. Morgan Healthcare Conference on January 15, 2025.

Jan 13, 2025 8-K

Natera 8-K Report, Executive Changes (Dec 6, 2024)

On December 6, 2024, Natera, Inc. filed a Form 8-K under Item 5.02 disclosing an Amended and Restated Employment Agreement with Matthew Rabinowitz, Ph.D., the Executive Chairman and Co-Founder. The agreement, entered into December 2, 2024 and effective November 1, 2024, amends and restates his prior employment agreement, which was set to expire. Dr. Rabinowitz will continue as Executive Chairman on an at-will basis. Under the new terms, his annual base salary equals 50% of the CEO's base salary, and he is eligible for an annual cash bonus of 85% of base salary tied to performance goals set by the Board or Compensation Committee. He will also receive annual long-term equity awards with a dollar value equal to 80% of the CEO's annual equity award value, split between time-based and performance-based vesting in the same proportions as the CEO's awards, under the 2015 Equity Incentive Plan. The filing describes enhanced severance protections. On involuntary termination, he would receive a lump sum of 12 months' base salary, increased to 18 months within 12 months after a change in control, plus COBRA premium support and partial or full accelerated vesting of equity awards depending on the award type and whether a change in control termination occurs. Severance is subject to a release agreement. The full agreement is to be filed as an exhibit to the company's 2024 Form 10-K.

Dec 6, 2024 8-K

Natera 8-K Report, Financial Results (Nov 12, 2024)

Natera, Inc. (NASDAQ: NTRA) reported third-quarter 2024 results on November 12, 2024, as furnished in Exhibit 99.1 and an investor presentation in Exhibit 99.2. Total revenues were $439.8 million, up from $268.3 million in the third quarter of 2023, an increase of 63.9%, driven primarily by a 64.4% rise in product revenues to $436.1 million. Gross margin expanded to 61.8% from 45.1%, and the company processed approximately 775,800 tests, up 23.9% year over year. Oncology tests reached approximately 137,100, an increase of 54.4%. Natera reported a net loss of $31.6 million, or $(0.26) per diluted share, for the quarter, compared with a net loss of $109.0 million, or $(0.95) per diluted share, a year earlier. Loss from operations narrowed to $39.3 million from $111.0 million. The company reported approximately $34.5 million of positive cash flow for the quarter, its third consecutive cash-flow-positive quarter as described in the presentation, and held approximately $922.3 million in cash, cash equivalents, short-term investments and restricted cash at September 30, 2024. Management raised its 2024 guidance to total revenue of $1.61 billion to $1.64 billion, gross margin of 58% to 61%, and a net cash inflow of $50 million to $75 million. The company also stated that all outstanding convertible senior notes were redeemed or converted on October 11, 2024.

Nov 12, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Natera 8-K Report, Financial Results (Aug 8, 2024)

Natera, Inc. (NASDAQ: NTRA) reported second-quarter 2024 results on August 8, 2024, per Item 2.02 of this Form 8-K, with the press release and investor presentation furnished as Exhibits 99.1 and 99.2. Total revenues were $413.4 million, up 58.1% from $261.4 million in the second quarter of 2023, driven by a 59.3% increase in product revenues to $411.4 million. Gross margin expanded to 58.8% from 45.2%, and the company reported approximately 760,300 tests processed, up 23.2%, including about 125,400 oncology tests, up 50.2%. Management cited positive cash flow of approximately $3.3 million for the quarter, and the company said cash flow tailwinds included incremental cash receipts on tests delivered in prior periods. Loss from operations narrowed to $43.9 million from $112.4 million a year earlier, and the net loss was $37.5 million, or $(0.30) per diluted share, versus $110.8 million, or $(0.97) per share, in the prior-year quarter. Natera held approximately $887.1 million in cash, cash equivalents, short-term investments and restricted cash at June 30, 2024, against total debt of $364.0 million, which includes a $80.4 million UBS line of credit and convertible senior notes with a net carrying amount of $283.6 million. The company raised its 2024 total revenue guidance to $1.49 billion to $1.52 billion from $1.42 billion to $1.45 billion previously, and narrowed gross margin guidance to 54% to 56% of revenues. SG&A guidance of $700 million to $750 million and R&D guidance of $350 million to $375 million were unchanged from the prior update, and net cash flow guidance was maintained at ($25) million to $25 million.

Aug 8, 2024 8-K

Other Events

Natera 8-K Report, Corporate Update (Jul 22, 2024)

Natera, Inc. filed a Form 8-K dated July 19, 2024 reporting under Item 8.01 (Other Events) that it has elected to exercise its optional redemption right to redeem all of its outstanding 2.25% Convertible Senior Notes due 2027. The aggregate principal amount being redeemed is $287,500,000 (about $287.5 million). The company instructed Wilmington Trust, National Association, the trustee under the indenture governing the Notes, to issue a redemption notice to registered holders. The redemption date is October 11, 2024, and the redemption price equals 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date. For investors, the filing is a debt-management event: the convertible notes will be fully retired at par plus accrued interest, removing that outstanding obligation from the capital structure. The filing itself does not state the company's rationale, funding source, or any financial impact beyond these terms.

Jul 22, 2024 8-K

Natera 8-K Report, Executive Changes (Jun 18, 2024)

Natera, Inc. (NTRA) filed this Form 8-K dated June 18, 2024 to report the results of its June 12, 2024 Annual Meeting of Stockholders. The main action was stockholder approval of the Amended and Restated 2015 Equity Incentive Plan, which increases the shares reserved for issuance by 6 million shares of common stock, extends the plan term by 10 years, eliminates the "evergreen" feature providing automatic annual share increases, and removes the company's ability to reprice options and stock appreciation rights without stockholder approval. The company's officers and directors are among those eligible for awards under the plan. At the meeting, 114,668,903 shares were present in person or by proxy, out of 123,241,550 shares outstanding and entitled to vote as of the April 15, 2024 record date, constituting a quorum. Roelof Botha, Steven Chapman and Matthew Rabinowitz were elected as Class III directors to serve until the 2027 annual meeting. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2024 and approved, on an advisory basis, the compensation of the named executive officers. The filing references the Definitive Proxy Statement filed April 24, 2024 for a detailed summary of the plan, and attaches the full plan as Exhibit 10.1. Michael Brophy, Chief Financial Officer, signed the report.

Jun 18, 2024 8-K

Natera 8-K Report, Financial Results (May 9, 2024)

Natera, Inc. (NASDAQ: NTRA) furnished this Form 8-K under Item 2.02 to report its first-quarter 2024 results for the period ended March 31, 2024, along with an investor presentation (Exhibits 99.1 and 99.2). The company reported total revenues of $367.7 million, up from $241.8 million a year earlier, with product revenues of $364.7 million, an increase the release attributes primarily to higher volume and average selling price improvements. Gross margin rose to 56.7% from 38.7%, and the company processed approximately 735,800 tests, compared with approximately 626,200 a year earlier. Oncology tests performed were approximately 114,800, versus approximately 71,000 in the prior-year quarter. Profitability remained negative on a GAAP basis. Loss from operations narrowed to $74.3 million from $138.3 million, and the net loss was $67.6 million, or $(0.56) per diluted share, compared with $136.9 million, or $(1.23) per share, a year earlier. The company stated that it achieved positive cash flow of approximately $3.0 million in the quarter, a non-GAAP measure it derived from operating, financing and investing cash flows. Cash, cash equivalents, short-term investments and restricted cash totaled approximately $882.9 million at March 31, 2024, against total debt of $363.7 million. Natera raised its 2024 guidance, now projecting total revenue of $1.42 billion to $1.45 billion, gross margin of approximately 53% to 55%, SG&A of $700 million to $750 million, R&D of $350 million to $375 million, and net cash inflow (consumption) of ($25) million to $25 million. The filing also summarizes clinical and product updates, including the launch of a fetal RhD NIPT test and publication of data on its Signatera and Prospera tests.

May 9, 2024 8-K

Other EventsExhibits & Filings

Natera 8-K Report, Financial Results (Feb 28, 2024)

Natera, Inc. (NASDAQ: NTRA) reported fourth quarter and full year 2023 results on February 28, 2024. Total revenues for the fourth quarter were $311.1 million, up 43.2% from $217.3 million a year earlier, with product revenues up 44.3%. For the full year, total revenues were $1,082.6 million, up 32.0% from $820.2 million in 2022. Gross margin for the fourth quarter was 51.4%, compared with 41.4% in the fourth quarter of 2022. The full-year 2023 net loss was $434.8 million, or $(3.78) per diluted share, narrowed from $547.8 million, or $(5.57) per diluted share, in 2022. For 2024, Natera guided to total revenue of $1.32 billion to $1.35 billion, gross margin of 50% to 53%, SG&A of $630 million to $650 million, R&D of $325 million to $345 million, and net cash consumption of $50 million to $75 million. The company reiterated its expectation of reaching a cash flow breakeven quarter in 2024. Cash, cash equivalents, short-term investments and restricted cash were approximately $879.0 million at December 31, 2023, against total debt of $363.3 million, including a $287.5 million gross principal balance on convertible senior notes. Operating momentum was strong, with approximately 2,496,100 tests processed in 2023 (up 20.8%) and approximately 340,700 oncology tests performed (up 73.5%). Management also highlighted the acquisition of Invitae's reproductive health assets and new Medicare coverage for Signatera in ovarian cancer and neoadjuvant breast cancer. The results are furnished under Item 2.02 and are not deemed filed for purposes of Section 18 of the Exchange Act.

Feb 28, 2024 8-K

Natera 8-K Report, Corporate Update (Jan 22, 2024)

Natera, Inc. (NASDAQ: NTRA) filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose that on January 22, 2024 it issued a press release announcing its acquisition of certain assets relating to Invitae Corporation's non-invasive prenatal screening and carrier screening business. The press release is furnished as Exhibit 99.1. According to the press release, Natera made an upfront payment of $10 million to Invitae. The transaction also includes $42.5 million in potential milestone payments, which include cash and litigation-related credits. Under the agreement, Invitae will transition its non-invasive prenatal screening and carrier screening customers to Natera. The filing is a brief notice of a single asset acquisition. It contains no financial results or guidance, and the press release states that Natera's forward-looking statements include risks around acquisitions, dispositions and other strategic transactions, including possible dilution to stockholders or reduced financial resources.

Jan 22, 2024 8-K

Natera 8-K Report, Financial Results (Jan 9, 2024)

Natera, Inc. (NASDAQ: NTRA) issued a press release on January 9, 2024 announcing preliminary, unaudited revenue results for the fourth quarter and full year ended December 31, 2023. The company expects total revenues of approximately $300 million in Q4 2023, an increase of approximately 38% from $217 million in Q4 2022, and total revenues of approximately $1.07 billion for full year 2023, up approximately 30% from $820 million in 2022. The full-year figure is expected to be approximately $20 million above the top end of the company's guidance. The accompanying investor presentation, delivered at the 42nd Annual J.P. Morgan Healthcare Conference, also highlights cash burn reduction. Management estimates annual cash burn fell by roughly $200 million in 2023, with a Q4 2023 cash burn estimate of about $60 million, which includes approximately $27 million of prepaid lab equipment and related expenditures that secured discounts. The company stated it is on track for a cash flow breakeven quarter in 2024. Presentation data also cites more than 10 million tests processed and growth in Signatera and Panorama volumes. The figures are preliminary and unaudited and may change after year-end closing procedures and the independent audit. Natera plans to release complete fourth-quarter and full-year 2023 results during its earnings call in February 2024.

Jan 9, 2024 8-K

Material AgreementsOther EventsExhibits & Filings

Natera 8-K Report, Financial Results (Nov 8, 2023)

Natera, Inc. (NTRA) furnished its third quarter 2023 results on November 8, 2023, via Exhibit 99.1 (press release) and Exhibit 99.2 (investor presentation). Total revenues were $268.3 million, up from $210.6 million a year earlier, an increase of 27.4%. Product revenues were $265.2 million, up 32.7%, driven by higher test volumes and average selling price improvements. Gross margin was 45.1% versus 44.7%, while net loss narrowed to $109.0 million, or $(0.95) per diluted share, from $121.5 million, or $(1.25) per diluted share, a year earlier. Natera processed approximately 626,000 tests, up 21.0%, including about 89,000 oncology tests. The company raised its 2023 revenue guidance to $1.035 billion to $1.05 billion, from $1.015 billion to $1.035 billion, and raised its gross margin guidance to approximately 43% to 44%. It also lowered its expected net cash consumption to $260 million to $280 million, down from $300 million to $325 million. Cash burn was approximately $38 million in the quarter, compared with a larger figure a year earlier. Cash, cash equivalents, short-term investments and restricted cash totaled $936.6 million at September 30, 2023. The presentation highlights the RenaCARE study in chronic kidney disease, continued Signatera clinical unit growth of 85% year over year, and the broad clinical launch and Medicare coverage of FoundationOne Tracker. Management stated that the company is well positioned to help more patients while keeping its cash burn reduction on track.

Nov 8, 2023 8-K

Natera 8-K Report, Material Agreement (Sep 7, 2023)

On September 6, 2023, Natera, Inc. entered into an underwriting agreement with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and Piper Sandler & Co., as representatives of the underwriters, for the sale by the Company of 4,550,000 shares of common stock at a public offering price of $55.00 per share. The Company granted the underwriters a 30-day option to purchase up to 682,500 additional shares. The Company expects net proceeds of approximately $235.4 million, or approximately $270.8 million if the option is exercised in full, after underwriting discounts, commissions and estimated transaction expenses. The offering is expected to close on September 11, 2023, subject to closing conditions. The offering is being made under an automatically effective registration statement on Form S-3 (File No. 333-274372), with a preliminary prospectus filed September 6, 2023 and a final prospectus filed September 7, 2023. The Company issued press releases on September 6, 2023 announcing both the launch and the pricing of the proposed follow-on offering, which are furnished as Exhibits 99.1 and 99.2 and are not deemed filed for purposes of Section 18 of the Exchange Act. The filing is signed by Chief Financial Officer Michael Brophy. For investors, the key takeaway is the dilutive equity raise: the company is issuing new common stock to fund its operations and general corporate purposes, with the filing itself specifying the gross and net economics of the deal. The filing does not describe the intended use of proceeds beyond the offering terms it states.

Sep 7, 2023 8-K

Natera 8-K Report, Financial Results (Aug 3, 2023)

Natera, Inc. (NASDAQ: NTRA) reported second-quarter 2023 results for the period ended June 30, 2023, furnishing a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) under Item 2.02. Total revenues were $261.4 million, up 31.9% from $198.2 million in the second quarter of 2022, with product revenues of $258.3 million, up 32.7%. Processed tests rose 23.5% to approximately 617,200, and oncology tests rose 88.9% to 83,500. Gross margin was 45.2% versus 44.9% a year earlier, and the net loss narrowed to $110.8 million, or $(0.97) per diluted share, from $145.2 million, or $(1.50) per share, in the prior-year quarter. The company raised its 2023 total revenue guidance to $1.015 billion to $1.035 billion, from $995 million to $1.015 billion previously. It also expects gross margin of approximately 41% to 44%, SG&A of approximately $540 million to $580 million, R&D of approximately $325 million to $345 million, and net cash consumption of approximately $300 million to $325 million. Cash, cash equivalents, short-term investments and restricted cash totaled $735.9 million at June 30, 2023, down from $898.4 million at December 31, 2022. The filing also highlights litigation outcomes: a $19.35 million damages award against ArcherDX/Invitae Corp. with a finding that all three Natera patents at issue are valid, and a court reversal of jury findings in the CareDx, Inc. case that reduces damages from $45 million to $0. Management highlighted Signatera and Prospera data presentations and continued progress toward reducing cash burn by about $150 million compared with 2022.

Aug 3, 2023 8-K

Shareholder Matters

Natera 8-K Report, Shareholder Vote Results (Jun 15, 2023)

Natera, Inc. (NTRA) filed this Form 8-K to report the results of matters submitted to a vote at its Annual Meeting of Stockholders, held June 9, 2023. The record date was April 10, 2023, when 114,301,688 shares of common stock were outstanding and entitled to vote. Holders of 105,303,694 shares were present in person or by proxy, which constituted a quorum. Stockholders voted on three proposals. Rowan Chapman, Herm Rosenman, and Jonathan Sheena were elected as Class II directors to serve until the 2026 annual meeting, with Chapman receiving 62,460,266 votes for and 30,943,998 withheld, Rosenman 59,020,792 for and 34,383,472 withheld, and Sheena 56,991,150 for and 36,413,114 withheld. Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023, with 104,893,902 votes for, 361,715 against, and 48,077 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 88,588,552 votes for, 4,729,453 against, 86,259 abstentions, and 11,899,430 broker non-votes. The filing is signed by Michael Brophy, Chief Financial Officer, and dated June 15, 2023. The proposals are described in more detail in the definitive proxy statement on Schedule 14A filed April 20, 2023.

Jun 15, 2023 8-K

Natera 8-K Report, Financial Results (May 9, 2023)

Natera, Inc. reported first-quarter 2023 results for the period ended March 31, 2023, with total revenues of $241.8 million, up from $194.1 million in the first quarter of 2022, an increase of 24.5%. Product revenues were $237.8 million, up 25.2%, driven by higher test volumes. Natera processed approximately 626,200 tests, up 28.0%, and performed 71,000 oncology tests, up from approximately 35,100. Gross margin fell to 38.7% from 46.8%, which the company attributed to increased labor, overhead, and third-party service costs tied to volume growth. Net loss narrowed slightly to $136.9 million, or $1.23 per diluted share, from $138.6 million, or $1.45 per diluted share, a year earlier. The company raised its 2023 total revenue guidance to a range of $995 million to $1.015 billion, from $980 million to $1.0 billion previously. It maintained its expectations for gross margin of approximately 41% to 44%, SG&A of $510 million to $540 million, R&D of $325 million to $345 million, and net cash consumption of $300 million to $325 million. Cash, cash equivalents, short-term investments and restricted cash totaled $812.0 million at March 31, 2023, versus $898.4 million at December 31, 2022. Total debt was $362.4 million, including $80.4 million under a UBS line of credit and a net carrying amount of $282.0 million on convertible senior notes with gross principal of $287.5 million. The filing also highlights clinical and reimbursement progress, including Medicare coverage for Prospera in heart transplantation and the first major commercial coverage policy for Signatera, a pan-cancer policy from Blue Shield of California effective March 1, 2023. The company said it remains on track to reduce cash burn by about $150 million year over year.

May 9, 2023 8-K

Natera 8-K Report, Executive Changes (Apr 21, 2023)

Natera, Inc. (NTRA) filed this Form 8-K on April 21, 2023 to disclose a Second Amendment to the Employment Agreement with Matthew Rabinowitz, Ph.D., the Executive Chairman and Co-Founder, entered into on April 19, 2023. The amendment extends his continued service as Executive Chairman and/or Chairman of the Board from December 31, 2023 to January 31, 2025. During that period he will receive a base salary of $400,000 per year through fiscal 2024 and an annual cash bonus in fiscal 2023 and 2024 equal to 85% of base salary, tied to individual and corporate performance goals set by the Board or its Compensation Committee. Dr. Rabinowitz will also be eligible for annual equity awards in fiscal 2023 and 2024 with a value equal to 80% of the annual equity award granted to the CEO for that year, split between time-based and performance-based vesting in the same proportions as the CEO's awards. He may elect stock options or restricted stock units. The awards will be made under the 2015 Equity Incentive Plan. The amendment revises his severance terms in several ways. It removes his single-trigger accelerated vesting upon a change in control and revises the definition of good reason. It also sets out differing severance outcomes after January 31, 2025, depending on whether he continues as Executive Chairman, transitions to solely Chairman of the Board, or leaves. Enhanced severance would accelerate 100% of his unvested time- and performance-based equity if the parties cannot agree on continued employment and the Board does not offer him a Chairman role. The company intends to file the full amendment as an exhibit to its Form 10-Q for the quarter ending June 30, 2023.

Apr 21, 2023 8-K

Regulation FD

Natera 8-K Report, Regulation FD Disclosure (Mar 13, 2023)

Natera, Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to inform investors that it does not hold cash deposits or securities with Silicon Valley Bank. The filing is signed by Chief Financial Officer Michael Brophy and is dated March 10, 2023, although the filing date is March 13, 2023. The disclosure is brief and contains no financial figures, guidance, or operational metrics. Its purpose is to address investor concern about exposure to Silicon Valley Bank, which was in the news during this period, by stating that the company has no direct cash deposits or securities held at that institution. For investors, the key takeaway is the company's clear statement of no direct exposure to Silicon Valley Bank. The filing does not state whether Natera holds funds at other institutions or describe any indirect exposure, so investors seeking a full picture of liquidity risk would need to consult the company's periodic reports.

Mar 13, 2023 8-K

Natera 8-K Report, Financial Results (Feb 28, 2023)

Natera, Inc. (NASDAQ: NTRA) furnished an 8-K on February 28, 2023 reporting results for the fourth quarter and full year ended December 31, 2022, along with an investor presentation for its Q4 2022 earnings call. Total revenues for 2022 were $820.2 million, up 31.1% from $625.5 million in 2021; product revenues grew 37.4% excluding non-recurring Qiagen arrangement revenue of $28.6 million in 2021. Fourth-quarter revenues were $217.3 million, up 25.6%. Tests processed rose about 31.6% to roughly 2,066,500 for the year, and oncology tests exceeded 196,000, an increase of 158%. Profitability remained under pressure. Gross margin fell to 44.4% in 2022 from 49.1% in 2021, and the net loss widened to $547.8 million, or $5.57 per diluted share, from $471.7 million, or $5.21 per share. Total operating expenses reached $905.0 million, up about 16.7%, driven by headcount growth for new products. Cash, cash equivalents, short-term investments and restricted cash totaled $898.4 million at year-end, against gross convertible senior notes principal of $287.5 million and a UBS line of credit balance of $80.4 million including accrued interest. Management guided 2023 total revenue of $980 million to $1 billion, a gross margin of about 41% to 44%, SG&A of $510 million to $540 million, R&D of $325 million to $345 million, and net cash consumption of $300 million to $325 million, which it says is roughly $150 million lower than 2022. The filing also highlights Medicare coverage for Signatera in breast cancer, the CIRCULATE study in Nature Medicine, and updated society guidelines supporting Natera's tests.

Feb 28, 2023 8-K

Material AgreementsOther EventsExhibits & Filings

Natera 8-K Report, Executive Changes (Feb 23, 2023)

Natera, Inc. (NTRA) filed this Form 8-K on February 23, 2023 under Item 5.02 to report a board change. The Board of Directors, acting on the recommendation of its Nominating and Corporate Governance Committee, increased the size of the full Board from nine to ten members and appointed Ruth Williams-Brinkley as a member, effective 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. The Board determined she is independent under the Securities Act of 1933 and Nasdaq listing standards, and it appointed her to the Compensation Committee. She will receive cash and equity compensation consistent with the Company's other non-employee directors, under the Amended and Restated Compensation Program for Non-Employee Directors. The Company also will enter into an indemnification agreement with her. The filing states there is no arrangement or understanding under which she was elected, no family relationships with other directors or executive officers, and no direct or indirect material interest in any related-person transaction required to be disclosed under Item 404(a) of Regulation S-K. The filing contains no financial statements; its exhibits are incorporated by reference to earlier filings.

Feb 23, 2023 8-K

Natera 8-K Report, Material Agreement (Nov 16, 2022)

Natera, Inc. (Nasdaq: NTRA) filed this Form 8-K on November 16, 2022 to report a follow-on public offering of its common stock. On November 15, 2022, the company entered into an underwriting agreement with Morgan Stanley & Co. LLC, Cowen and Company, LLC, and SVB Securities LLC, as representatives of the underwriters, for the sale of 11,430,000 shares of common stock at a public offering price of $35.00 per share. The underwriters also received a 30-day option to purchase up to 1,714,500 additional shares. The company expects net proceeds of approximately $376.6 million, or approximately $433.2 million if the option is exercised in full, after underwriting discounts, commissions and other estimated transaction expenses. The offering is expected to close on November 18, 2022, subject to specified closing conditions. The shares are being sold under an effective registration statement, including a preliminary prospectus, filed with the SEC on November 15, 2022 (File No. 333-268391). The filing also furnishes press releases dated November 15, 2022 announcing the proposed offering and its pricing, and includes a legal opinion from Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP on the legality of the shares.

Nov 16, 2022 8-K

Natera 8-K Report, Financial Results (Nov 8, 2022)

Natera, Inc. filed this Form 8-K on November 8, 2022 to furnish its press release and investor presentation reporting results for the third quarter ended September 30, 2022. Total revenues were $210.6 million, up 33.2% from $158.1 million in the third quarter of 2021, and product revenues rose 29.8% to $199.8 million. Natera processed approximately 517,500 tests, a 27.1% increase, and oncology tests reached 53,000, representing 153% growth year over year. Gross margin declined to 44.7% from 48.5%, which the company attributed to higher labor and overhead costs tied to volume growth and customer support. The net loss for the quarter was $121.5 million, or $1.25 per diluted share, compared with a net loss of $151.3 million, or $1.63 per diluted share, a year earlier. Operating expenses fell 6.0% to $213.2 million, primarily due to a one-time change in accounting for research and development related earnout milestone payments. Cash, cash equivalents, short-term investments and restricted cash totaled $521.2 million at September 30, 2022, down from $914.5 million at December 31, 2021, and total debt was $331.4 million. Natera raised its 2022 revenue guidance to $810 million to $830 million, up $40 million from its initial outlook. The company also anticipates 2022 gross margin of approximately 44% to 47%, SG&A of $575 million to $590 million, R&D of $320 million to $340 million, and net cash consumption of about $450 million.

Nov 8, 2022 8-K

Natera 8-K Report, Executive Changes (Aug 15, 2022)

Natera, Inc. (NTRA) filed this Current Report on Form 8-K dated August 15, 2022, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing discloses that Monica Bertagnolli notified the Board of Directors on August 11, 2022, of her intention to resign as a member of the Board and any Board committees, effective August 12, 2022. The resignation is stated to be in connection with her appointment as Director of the National Cancer Institute. The filing explicitly states that Ms. Bertagnolli's resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. The report was signed by Michael Brophy, Chief Financial Officer (Principal Financial and Accounting Officer). For investors, this is a board-composition change with no financial figures, operational results, or compensation terms disclosed in the filing itself. The filing does not name a successor director or describe any replacement arrangements.

Aug 15, 2022 8-K

Natera 8-K Report, Financial Results (Aug 4, 2022)

Natera, Inc. (NASDAQ: NTRA) furnished an 8-K on August 4, 2022 reporting second-quarter 2022 results for the period ended June 30, 2022, along with an investor presentation (Exhibits 99.1 and 99.2). Total revenues were $198.2 million, up from $142.0 million a year earlier, an increase of 39.6%. Product revenues were $194.6 million, up 39.3%, driven by volume growth: the company processed approximately 499,900 tests, up 33.0% from approximately 375,700. Gross margin declined to 44.9% from 46.4%, which the company attributed to higher labor and overhead costs tied to volume growth and product support. Operating expenses rose 28.0% to $232.0 million, and the net loss widened to $145.2 million, or $1.50 per diluted share, compared with $116.0 million, or $1.32 per share, a year earlier. Natera raised its 2022 revenue guidance to $805 million to $825 million, up from $790 million to $810 million previously. The company reiterated expectations for a 46% to 48% gross margin, SG&A of $560 million to $590 million, R&D of $340 million to $360 million, and net cash consumption of $370 million to $400 million. Management said it expects a cash flow breakeven quarter by mid-2024. Cash, cash equivalents, short-term investments and restricted cash totaled $638.7 million at June 30, 2022, down from $914.5 million at December 31, 2021, and total debt was $331.1 million, including a $50.1 million UBS line of credit and $281.0 million net carrying amount of convertible senior notes. Operationally, the company highlighted Medicare coverage for Signatera in muscle-invasive bladder cancer, its fourth Medicare coverage decision for that test, and its selection for UnitedHealthcare's Preferred Laboratory Network, effective July 1, 2022. The filing also noted completed enrollment in the RenaCARE study for Renasight, with more than 1,700 patients across 30+ sites, and publication of the Trifecta study for Prospera Kidney in Transplantation.

Aug 4, 2022 8-K

Shareholder Matters

Natera 8-K Report, Shareholder Vote Results (Jun 1, 2022)

Natera, Inc. (NTRA) filed this Current Report on Form 8-K dated June 1, 2022 to report the results of its Annual Meeting of Stockholders, held May 25, 2022. The filing states that 96,245,366 shares of common stock were outstanding and entitled to vote as of the April 1, 2022 record date, and that holders of 86,088,075 shares were present in person or by proxy, constituting a quorum. The filing contains no financial results, guidance, or operational updates; its substance is limited to shareholder voting outcomes. Stockholders voted on three proposals. Roy Baynes received 52,019,158 votes for and 24,492,177 withheld; James Healy received 29,086,743 for and 47,424,592 withheld; and Gail Marcus received 37,282,669 for and 39,228,666 withheld, with each nominee standing for election as a Class I director until the 2025 annual meeting. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2022, with 85,806,389 votes for, 132,350 against, and 149,336 abstentions. The advisory vote on named executive officer compensation was the most contested item. It recorded 39,574,100 votes for and 36,870,671 against, with 66,564 abstentions and 9,576,740 broker non-votes. The filing does not state whether the board will act on the result.

Jun 1, 2022 8-K

Natera 8-K Report, Financial Results (May 5, 2022)

Natera, Inc. (NASDAQ: NTRA) reported first quarter 2022 results on May 5, 2022, according to Exhibit 99.1, a press release furnished with this Form 8-K under Item 2.02. Total revenues were $194.1 million, up from $152.3 million a year earlier, and product revenues were $190.0 million, an increase of 57.8%. The company processed approximately 489,300 tests, compared with 348,200 in the prior-year quarter, a 40.5% increase. Excluding the $28.6 million Qiagen revenue recognized in Q1 2021, total revenues grew 56.9%. Profitability weakened as expected. Gross margin was 46.8% versus 56.1% in the prior year, which the filing attributes primarily to the one-time Qiagen revenue in 2021. Total operating expenses rose 53.5% to $228.0 million, and the net loss widened to $138.6 million, or $(1.45) per diluted share, from $63.9 million, or $(0.74). At March 31, 2022, cash, cash equivalents, short-term investments and restricted cash totaled $752.2 million, and total debt was $330.7 million, including a $50.1 million UBS line of credit and a $280.7 million net carrying amount of convertible senior notes. Management raised 2022 total revenue guidance to $790 million to $810 million from $770 million to $790 million. It also guided to a gross margin of 46% to 48%, SG&A of $560 million to $590 million, R&D of $340 million to $360 million, and net cash consumption of $370 million to $400 million. The CEO said the company believes it has a clear path to cash flow breakeven. Exhibit 99.2, an investor presentation for the earnings call, expects cash burn to drop significantly in 2023.

May 5, 2022 8-K

Natera 8-K Report, Executive Changes (Apr 15, 2022)

Natera, Inc. (NTRA) filed a Current Report on Form 8-K dated April 14, 2022, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing reports that director Todd Cozzens notified the Board of Directors of his intention to resign from the Board and from any Board committees, effective May 25, 2022. The filing states that Mr. Cozzens' resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. The notice was given to the Board on April 8, 2022. The filing is brief and contains no financial results, guidance, or other operational disclosures. Its主要 significance for investors is the announced board departure, which takes effect in late May 2022.

Apr 15, 2022 8-K

Natera 8-K Report, Executive Changes (Mar 14, 2022)

On March 14, 2022, Natera, Inc. disclosed under Item 5.02 that its executive leaders and non-employee directors unanimously agreed to receive equity instead of their salaries and cash retainers for the remainder of 2022. The executive leaders are Steven Chapman, Michael Brophy, Robert Schueren, Jonathan Sheena and Matthew Rabinowitz. On March 11, 2022, the Compensation Committee approved restricted stock unit (RSU) awards to these five executives of 13,708, 9,108, 9,634, 4,141 and 6,763 shares of common stock, respectively, under the 2015 Equity Incentive Plan. Each grant's fair market value equals the executive's base salary for the remainder of 2022, based on the Nasdaq closing bid price on March 11, 2022. The RSUs are initially unvested and vest in full on December 31, 2022, subject to continued service. On March 13, 2022, the Board approved an Amended and Restated Compensation Program for Non-Employee Directors, which allows directors to take all or part of their annual cash retainers as RSUs rather than only as stock options. Each non-employee director elected RSUs in lieu of cash retainers beginning with the quarter ending June 30, 2022. Roelof F. Botha will continue receiving stock option awards in lieu of his cash retainer for the rest of 2022, and Gail Marcus will continue receiving stock options for one-half of her cash retainer. Director RSUs will be issued quarterly and will be fully vested on issuance. The company stated that the move reflects confidence in Natera's fundamentals and future business outlook, and that it believes it has the pieces in place to deliver its 2022 business plan and financial guidance. The filing does not quantify the dollar value of the salaries and retainers being converted.

Mar 14, 2022 8-K

Natera 8-K Report, Financial Results (Feb 24, 2022)

Natera, Inc. (NASDAQ: NTRA) reported fourth-quarter and full-year 2021 results on February 24, 2022, furnishing a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) under Item 2.02. Total revenues for the fourth quarter of 2021 were $173.0 million, up 53.9% from $112.4 million a year earlier, and full-year 2021 total revenues were $625.5 million, up 60.0% from $391.0 million. Product revenues for the quarter grew 51.1%, and the company processed approximately 438,800 tests in Q4 2021, an increase of 48.7%. The company stated that full-year revenue exceeded its previously provided 2021 guidance range. Profitability remained weak. Full-year 2021 net loss was $471.7 million, or $(5.21) per diluted share, compared with $229.7 million, or $(2.84) per share, in 2020. Gross margin for the year was 49.1%, while total operating expenses rose to $775.2 million, driven by headcount growth to support new product offerings. Fourth-quarter gross margin declined to 45.6% from 47.0%, which the company attributed to higher volumes of products for which it receives no reimbursement. Cash, cash equivalents, short-term investments and restricted cash totaled $914.5 million at December 31, 2021, against total debt of $330.4 million, including a $50.1 million UBS line of credit and a net carrying amount of $280.4 million on convertible senior notes. For 2022, Natera guided to total revenue of $770 million to $790 million, gross margin of approximately 46% to 48%, SG&A of $560 million to $590 million, R&D of $340 million to $360 million, and net cash consumption of $370 million to $400 million. The presentation highlighted clinical milestones, including the SMART 22q11.2 deletion study published in the American Journal of Obstetrics and Gynecology, the Trifecta kidney transplant study readout, and CIRCULATE-Japan data on Signatera in colorectal cancer.

Feb 24, 2022 8-K

Natera 8-K Report, Financial Results (Nov 4, 2021)

Natera, Inc. (NASDAQ: NTRA) reported third-quarter 2021 results on November 4, 2021, as furnished in Exhibit 99.1 (press release) and Exhibit 99.2 (investor presentation). Total revenues were $158.1 million, up 61.1% from $98.1 million a year earlier, with product revenues of $150.7 million, up 61.5%. The company processed approximately 407,300 tests, a 55.4% increase, and reported gross margin of 48.5% versus 47.2% in the prior-year quarter. Profitability remained under pressure. Total operating expenses rose to $226.9 million from $102.1 million, driven by headcount growth, volume growth and product development. The net loss widened to $151.3 million, or $(1.63) per diluted share, compared with $58.3 million, or $(0.72), in the prior-year period. At September 30, 2021, cash, cash equivalents, short-term investments and restricted cash totaled approximately $1.0 billion, and total debt was $330.1 million, including $50.0 million under a UBS line of credit and a $280.1 million net carrying amount of convertible senior notes. For 2021, Natera guided to total revenue of $615 million to $625 million, gross margin of approximately 49% to 52%, SG&A of $500 million to $520 million, R&D of $240 million to $260 million, and net cash consumption of $300 million to $340 million. The revenue range was raised from the prior $600 million to $620 million. The company also highlighted new product launches (Prospera Heart and Prospera Lung), the CIRCULATE-US trial selection for Signatera, and a biobank license from Aarhus University.

Nov 4, 2021 8-K

Material AgreementsOther EventsExhibits & Filings

Natera 8-K Report, Financial Results (Aug 5, 2021)

Natera, Inc. (NASDAQ: NTRA) reported second-quarter 2021 results on August 5, 2021, furnished under Item 2.02 of this Form 8-K as Exhibit 99.1 (press release) and Exhibit 99.2 (investor presentation). Total revenues were $142.0 million, up from $86.5 million a year earlier, an increase of 64.2%. Product revenues rose 70.7% to $137.2 million, driven by test volume growth: approximately 375,700 tests were processed, compared with 234,100 in the second quarter of 2020, an increase of 60.5%. Gross margin was 46.4% versus 45.7%. Operating expenses rose 98.7% to $181.2 million, and the net loss widened to $116.0 million, or $1.32 per diluted share, from $59.6 million, or $0.75 per share. Management raised 2021 revenue guidance to $600–620 million from $550–575 million, the second increase this year. Guidance also calls for gross margin of approximately 52%–55%, SG&A of $500–520 million, R&D of $220–230 million, and net cash burn of $300–340 million. Cash, cash equivalents, short-term investments and restricted cash totaled $580.5 million at June 30, 2021, against $329.8 million of total debt. The filing notes a net follow-on equity offering of $551.2 million completed in July 2021, which the company's investor presentation states was roughly $551 million net proceeds and which is reflected in a pro forma cash and investments figure of $1,131.5 million. The company highlighted clinical and regulatory progress for its Signatera MRD test, including an Advanced Diagnostic Laboratory Test (ADLT) designation with a $3,500 initial CMS rate for recurrence monitoring, a phase III trial with GSK, and new publications. Management also stated that the women's health business achieved cash flow breakeven in Q2 2021.

Aug 5, 2021 8-K

Natera 8-K Report, Material Agreement (Jul 22, 2021)

On July 21, 2021, Natera, Inc. entered into an underwriting agreement with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and SVB Leerink LLC, as representatives of the underwriters, for the sale by the Company of 4,500,000 shares of common stock at a public offering price of $113.00 per share. The Underwriters also received an option to purchase up to 675,000 additional shares, expiring August 20, 2021. The Company expects net proceeds of approximately $478.8 million, or approximately $550.7 million if the option is exercised in full, after underwriting discounts, commissions and estimated transaction expenses. The shares are being sold under an effective registration statement (File No. 333-258047) filed with the SEC on July 20, 2021, and the offering is expected to close on July 26, 2021, subject to specified closing conditions. The filing includes a legal opinion from Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP on the legality of the shares. Natera also issued press releases on July 20, 2021 announcing the proposed offering and on July 21, 2021 announcing its pricing. Those releases describe Natera as a pioneer and global leader in cell-free DNA testing, with a focus on women's health, oncology, and organ health. The Item 8.01 information and the press releases are furnished rather than filed for Section 18 purposes.

Jul 22, 2021 8-K

Earnings & ResultsOther EventsExhibits & Filings

Natera 8-K Report, Financial Results (Jul 20, 2021)

Natera, Inc. (Nasdaq: NTRA) filed this Form 8-K on July 20, 2021 to furnish a press release dated July 19, 2021 reporting preliminary results for the quarter ended June 30, 2021. The company expects total revenues of approximately $138 million to $141 million for the second quarter of 2021, compared with $86.5 million in the second quarter of 2020, and product revenues of approximately $135 million to $137 million, compared with $80.4 million a year earlier. The filing describes these as the largest year-on-year revenue and volume growth in the company's history as a publicly traded company. Natera processed approximately 370,000 tests in the quarter, versus about 234,000 in the second quarter of 2020. The company also expects its Women's Health business to be its first business unit to achieve cash flow breakeven during the second quarter of 2021, and it expects a loss from operations of approximately $113 million to $117 million, compared with a loss of $51.7 million in the year-earlier quarter. The filing attributes the larger loss to increased research and development and selling, general and administrative spending supporting new product commercialization, which the company expects to continue in later quarters. The breakeven figure is an internal estimate that excludes non-cash expenses such as stock-based compensation. Separately, under Item 8.01, the company disclosed that on May 11, 2021 it entered into a development and option agreement with a third party. Natera paid $10 million for the development work and the agreement, and if it exercises its option to buy the third party's assets, it has agreed to pay an additional $290 million. The filing cautions that the development plan may not succeed, the option may not be exercised, and the anticipated benefits may not be realized. The preliminary figures are subject to change as financial closing procedures and outside auditor review are completed.

Jul 20, 2021 8-K

Shareholder Matters

Natera 8-K Report, Shareholder Vote Results (May 28, 2021)

Natera, Inc. (NTRA) filed this Current Report on Form 8-K dated May 28, 2021 to disclose the results of its Annual Meeting of Stockholders, held May 25, 2021. The filing covers three proposals: the election of four Class III directors, ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2021, and an advisory vote on named executive officer compensation. Each proposal is described in more detail in the company's definitive proxy statement on Schedule 14A filed April 13, 2021. At the meeting, 78,756,804 of the 87,627,484 shares of common stock outstanding as of the April 1, 2021 record date were present in person or by proxy, which constituted a quorum. Roelof Botha, Steve Chapman, Todd Cozzens and Matthew Rabinowitz were nominated as Class III directors to serve until the 2024 annual meeting. Stockholders approved the Ernst & Young ratification with 77,657,347 votes for, 1,046,526 against and 52,931 abstentions. The say-on-pay advisory vote received 67,654,304 votes for, 2,595,588 against, 65,407 abstentions and 8,441,505 broker non-votes. For investors, the filing is a procedural governance disclosure with no new financial results, guidance or transaction terms. The director vote shows a notably higher number of withheld votes for Roelof Botha (38,671,546) than for the other nominees, and the say-on-pay vote shows a comparatively small number of votes against. The filing does not state the outcome of each director election or whether the say-on-pay result has any further consequence.

May 28, 2021 8-K