NTRA · Natera
158 filings
NTRA SEC Filings
Natera - 158 total filings
NTRA filed 11 annual reports (10-K), 34 quarterly reports (10-Q) and 105 current reports (8-K) between 2016 and 2026.
- 8-K · Mar 8, 2016
- 10-K · Mar 24, 2016
- 8-K · May 10, 2016
- 10-Q · May 13, 2016
- 8-K · Jun 13, 2016
- 8-K · Jun 14, 2016
- 8-K · Aug 4, 2016
- 10-Q · Aug 11, 2016
- 8-K · Oct 13, 2016
- 8-K · Nov 9, 2016
- 10-Q · Nov 14, 2016
- 8-K · Feb 3, 2017
- 8-K · Mar 7, 2017
- 8-K/A · Mar 13, 2017
- 10-K · Mar 16, 2017
- 8-K · Mar 21, 2017
- 8-K · May 9, 2017
- 10-Q · May 10, 2017
- 8-K · May 26, 2017
- 8-K · Jul 11, 2017
- 8-K · Aug 8, 2017
- 10-Q · Aug 9, 2017
- 8-K · Aug 10, 2017
- 8-K · Aug 21, 2017
- 8-K · Nov 8, 2017
- 10-Q · Nov 9, 2017
- 8-K · Mar 13, 2018
- 10-K · Mar 15, 2018
- 10-Q/A · Mar 22, 2018
- 8-K · May 8, 2018
- 10-Q · May 10, 2018
- 8-K · May 22, 2018
- 8-K · Jun 27, 2018
- 8-K · Jul 13, 2018
- 8-K · Jul 31, 2018
- 8-K · Aug 8, 2018
- 10-Q · Aug 9, 2018
- 8-K · Sep 12, 2018
- 8-K · Nov 8, 2018
- 10-Q · Nov 9, 2018
- 8-K · Jan 7, 2019
- 8-K · Jan 8, 2019
- 8-K · Jan 25, 2019
- 10-Q/A · Feb 6, 2019
- 8-K · Mar 12, 2019
- 10-K · Mar 15, 2019
- 8-K · Apr 18, 2019
- 8-K · Apr 29, 2019
- 8-K · May 9, 2019
- 10-Q · May 10, 2019
- 8-K · May 21, 2019
- 8-K · Aug 7, 2019
- 10-Q · Aug 9, 2019
- 8-K · Aug 21, 2019
- 8-K · Sep 16, 2019
- 8-K · Sep 24, 2019
- 8-K · Oct 10, 2019
- 8-K · Oct 17, 2019
- 8-K · Nov 6, 2019
- 10-Q · Nov 8, 2019
- 8-K · Feb 26, 2020
- 10-K · Mar 2, 2020
- 8-K · Mar 12, 2020
- 8-K · Apr 13, 2020
- 8-K · Apr 16, 2020
- 8-K · May 6, 2020
- 10-Q · May 8, 2020
- 8-K · May 12, 2020
- 8-K · Jun 3, 2020
- 8-K · Aug 5, 2020
- 10-Q · Aug 7, 2020
- 8-K · Sep 11, 2020
- 8-K · Nov 5, 2020
- 10-Q · Nov 6, 2020
- 8-K · Nov 23, 2020
- 8-K · Feb 25, 2021
- 10-K · Feb 26, 2021
- 8-K · May 6, 2021
- 10-Q · May 7, 2021
- 8-K · May 10, 2021
- 8-K · May 28, 2021
- 8-K · Jul 20, 2021
- 8-K · Jul 22, 2021
- 8-K · Aug 5, 2021
- 10-Q · Aug 6, 2021
- 8-K · Nov 4, 2021
- 10-Q · Nov 5, 2021
- 8-K · Feb 24, 2022
- 10-K · Feb 25, 2022
- 8-K · Mar 14, 2022
- 8-K · Apr 15, 2022
- 8-K · May 5, 2022
- 10-Q · May 6, 2022
- 8-K · Jun 1, 2022
- 8-K · Aug 4, 2022
- 10-Q · Aug 5, 2022
- 8-K · Aug 15, 2022
- 8-K · Nov 8, 2022
- 10-Q · Nov 9, 2022
- 8-K · Nov 16, 2022
- 8-K · Feb 23, 2023
- 8-K · Feb 28, 2023
- 10-K · Mar 1, 2023
- 8-K · Mar 13, 2023
- 8-K · Apr 21, 2023
- 8-K · May 9, 2023
- 10-Q · May 10, 2023
- 8-K · Jun 15, 2023
- 8-K · Aug 3, 2023
- 10-Q · Aug 4, 2023
- 8-K · Sep 7, 2023
- 8-K · Nov 8, 2023
- 10-Q · Nov 9, 2023
- 8-K · Jan 9, 2024
- 8-K · Jan 22, 2024
- 8-K · Feb 28, 2024
- 10-K · Feb 29, 2024
- 8-K · May 9, 2024
- 10-Q · May 10, 2024
- 8-K · Jun 18, 2024
- 8-K · Jul 22, 2024
- 8-K · Aug 8, 2024
- 10-Q · Aug 9, 2024
- 8-K · Nov 12, 2024
- 10-Q · Nov 12, 2024
- 8-K · Dec 6, 2024
- 8-K · Jan 13, 2025
- 8-K · Feb 27, 2025
- 10-K · Feb 28, 2025
- 8-K · Mar 12, 2025
- 8-K · May 8, 2025
- 10-Q · May 9, 2025
- 8-K · Jun 18, 2025
- 8-K · Aug 7, 2025
- 10-Q · Aug 8, 2025
- 8-K · Nov 6, 2025
- 10-Q · Nov 7, 2025
- 8-K · Dec 5, 2025
- 8-K · Jan 12, 2026
- 8-K · Feb 26, 2026
- 10-K · Feb 27, 2026
- 8-K · Apr 1, 2026
- 8-K · May 7, 2026
- 10-Q · May 8, 2026
- 8-K · Jun 5, 2026
- 8-K · Jun 16, 2026
- 8-K/A · Jun 16, 2026
- 8-K · Jul 6, 2026
- 8-K · Aug 6, 2026
- 10-Q · Aug 7, 2026
Natera Quarterly Report for Q2 Ended Jun 30, 2026
Natera, Inc. reported a sharply larger top line for the second quarter and first half of 2026, with total revenues of $752.8 million for the three months ended June 30, 2026 (up from $546.6 million) and $1,449.4 million for the six months (up from $1,048.4 million). Product revenues drove the growth, and the filing attributes part of it to a $52.3 million change in estimate for tests delivered in prior periods during the quarter, versus $113.3 million for the six months. Net loss narrowed to $67.0 million for the quarter ($0.47 per share) from $100.9 million a year earlier, and to $152.1 million for the six months from $167.9 million. Stock-based compensation was $198.2 million for the six months, a large share of the operating loss. Research and development expense rose to $228.1 million for the quarter from $146.4 million, and selling, general and administrative expense rose to $327.2 million from $310.5 million. Gross margin on total revenues was 64.5% for the quarter and 64.6% for the six months, per the segment note. Operating cash flow was $95.0 million for the six months, while capital expenditures were $85.6 million. Cash, cash equivalents and restricted cash were $1.09 billion at June 30, 2026, against $80.3 million outstanding on the UBS Credit Line, with $20.0 million remaining available. Management states that existing cash should cover requirements for at least 12 months from the filing date. Litigation remains significant. The filing describes a $292.5 million jury verdict against the Company in favor of Guardant Health, which has been entered as final judgment and is being appealed to the Ninth Circuit, and a $57.0 million Ravgen damages verdict with a notice of appeal filed. The accrual for probable and estimable legal contingencies was $33.2 million at June 30, 2026. The Company also has contingent consideration of up to $175.0 million tied to the Foresight Diagnostics acquisition, with $120.5 million recognized at fair value.
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.
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.
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.
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.
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.
Natera Quarterly Report for Q1 Ended Mar 31, 2026
Natera, Inc. reported a first-quarter 2026 net loss of $85.1 million on total revenues of $696.6 million, up from $501.8 million in the prior-year quarter (an increase of $194.8 million, or 38.8%). Product revenues were $693.9 million. Loss from operations was $93.5 million, compared with $79.2 million a year earlier. Stock-based compensation was $95.1 million for the quarter, and the company's accumulated deficit reached $2.9 billion as of March 31, 2026. Management attributes revenue growth to higher test volumes and average selling price improvements, with oncology units rising to approximately 258,900 from 167,700. Gross margin was 64.7%, compared with 63.1% in the prior-year period. The filing also notes that the revenue figure includes a net $61.0 million increase from changes in estimates for tests delivered in prior periods. The balance sheet shows cash, cash equivalents and restricted cash of $1.09 billion at quarter-end, against $80.3 million drawn on the UBS Credit Line, with $20.0 million remaining available. Operating cash flow was positive at $40.2 million for the quarter, supported by a $98.2 million increase in accrued compensation, while accounts receivable rose by $121.1 million. Management states that existing cash should be sufficient to meet anticipated requirements for at least 12 months, while also noting that the company expects to keep incurring net losses and may need to raise additional capital. The filing also covers the Foresight Diagnostics acquisition completed in December 2025 for total consideration of $424.5 million, including up to $175.0 million in contingent consideration, of which $125.6 million was recorded as a liability at March 31, 2026. Ongoing litigation includes a $292.5 million jury verdict against Guardant Health that the company plans to appeal, and an accrual of approximately $33.0 million for probable and estimable legal contingencies.
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.
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.
Natera Annual Report, Year Ended Dec 31, 2025
Natera, Inc. (NTRA) reported total revenues of $2,306.1 million for 2025, up from $1,696.9 million in 2024 and $1,082.6 million in 2023, with product revenues of $2,295.8 million. Net loss narrowed slightly to $208.2 million in 2025 from $190.4 million in 2024... wait, net loss widened from $190.4 million in 2024 to $208.2 million in 2025, while it was $434.8 million in 2023. The company processed approximately 3.5 million tests in 2025, versus 3.1 million in 2024. Stock-based compensation was $354.4 million in 2025, a major contributor to the loss. Gross margin improved to 64.7% in 2025 from 60.3% in 2024, as stated in the segment note. Cash, cash equivalents and restricted cash were $1.1 billion at year-end, against $80.3 million drawn on a UBS credit line. The main 2025 event was the December 4, 2025 acquisition of Foresight Diagnostics, Inc., for total consideration of $424.5 million, including 1,127,982 shares of common stock and up to $175.0 million of contingent consideration, with $118.4 million recorded at fair value. The acquisition added a developed technology intangible asset valued at $335.3 million and goodwill of $141.1 million. A partial release of the valuation allowance produced a $59.9 million income tax benefit in 2025. The filing highlights continued concentration in Panorama, Horizon and Signatera, with low reimbursement for microdeletions testing, ongoing litigation (including a $292.5 million jury verdict against the company in the Guardant Health case, which the company plans to appeal), and an accumulated deficit of $2.8 billion. Management states that existing cash is sufficient for at least 12 months after February 26, 2026.
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.
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.
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.
Natera Quarterly Report for Q3 Ended Sep 30, 2025
Natera, Inc. reported third-quarter 2025 results in this Form 10-Q, with total revenues of $592.2 million for the three months ended September 30, 2025, up 34.7% from $439.8 million a year earlier. Product revenues were $590.2 million, and gross margin was 64.9% versus 61.8% in the prior-year quarter. Net loss widened to $87.5 million from $31.6 million, driven by higher research and development ($173.4 million vs. $96.9 million) and selling, general and administrative expenses ($308.5 million vs. $214.2 million). For the nine months, revenues were $1.64 billion and the net loss was $255.4 million, including $261.8 million of stock-based compensation. The balance sheet remained liquid, with $1.04 billion in cash, cash equivalents and restricted cash and $1.0 million in marketable securities at September 30, 2025. The company had $80.3 million outstanding on its UBS Credit Line, with $20.0 million still available, and it must maintain at least $150.0 million in its UBS accounts as collateral. Management states that existing cash and marketable securities are sufficient to meet anticipated cash requirements for at least 12 months, while also noting it will need to generate additional revenue to reach profitability and may need to raise capital. Operating cash flow was positive at $141.4 million for the nine months, while investing outflows of $60.6 million reflected $70.1 million of property and equipment purchases. The filing also details extensive litigation. The company recorded accruals of approximately $40.8 million for probable and estimable legal contingencies, up from $12.6 million at year-end 2024. Notable matters include a $292.5 million jury verdict in favor of Natera against Guardant Health for false advertising, which the court largely upheld in a July 2025 post-trial order, with no final judgment yet entered, and a $57.0 million damages verdict in the Ravgen case against Natera, for which judgment has not been entered. The company also settled its case with Labcorp in September 2025 and received a final judgment in favor of NeoGenomics in its RaDaR-related litigation.
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.
Natera Quarterly Report for Q2 Ended Jun 30, 2025
Natera, Inc. reported a 10-Q for the quarter ended June 30, 2025. Total revenues were $546.6 million for the three months ended June 30, 2025, up from $413.4 million a year earlier, and $1.048 billion for the six months, up from $781.1 million. Product revenues drove the increase, which the filing attributes to test volume growth and average selling price improvements. Net loss widened to $100.9 million for the quarter (from $37.5 million) and $167.9 million for the six months (from $105.1 million). Research and development and selling, general and administrative expenses both rose sharply, and stock-based compensation was $171.2 million for the six months. At June 30, 2025, the company held $1.00 billion in cash, cash equivalents and restricted cash and $16.0 million in marketable securities, against $80.3 million outstanding on its UBS Credit Line, with $20.0 million still available. Management states these resources should be sufficient for at least 12 months after August 7, 2025. Operating cash flow was positive at $82.0 million for the six months. The company's accumulated deficit reached $2.7 billion. The filing also details extensive litigation. A jury verdict in Guardant Health's favor carried damages of $292.5 million, and a final order largely upholding it was entered July 28, 2025, with an appeal planned. Other matters include the Ravgen case with a $57 million jury damages finding (judgment not yet entered) and the ArcherDX and CareDx patent cases. The company accrued approximately $40.6 million for probable and reasonably estimable legal contingencies as of June 30, 2025, up from $12.6 million at December 31, 2024.
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.
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.
Natera Quarterly Report for Q1 Ended Mar 31, 2025
Natera, Inc. reported a first-quarter 2025 net loss of $66.9 million on total revenues of $501.8 million, up from $367.7 million in the prior-year quarter, according to the Form 10-Q for the period ended March 31, 2025. Product revenues were $500.0 million, and loss from operations was $79.2 million. Stock-based compensation was $77.8 million in the quarter, and the company reported an accumulated deficit of $2.6 billion. Gross margin was 63.1%, compared with 56.7% a year earlier, per the segment note. At March 31, 2025, the company held $973.8 million in cash, cash equivalents and restricted cash and $17.8 million in marketable securities. It had $80.3 million outstanding on its UBS Credit Line, with $20.0 million remaining available. Management states that existing cash and marketable securities are sufficient to meet anticipated cash requirements for at least 12 months after May 8, 2025. Cash provided by operating activities was $44.5 million in the quarter. The filing also details extensive litigation. A jury awarded Natera $96.3 million in lost profits and royalties against CareDx, but in February 2025 the court granted CareDx's motion for judgment as a matter of law and invalidated both asserted patents, and Natera has appealed. Conversely, a jury found Natera liable for false advertising in a suit brought by Guardant and awarded $292.5 million in damages, with no final judgment entered yet. The company accrued approximately $22.6 million for probable and reasonably estimable legal contingencies, and it states it cannot predict the ultimate outcome of these matters.
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.
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.
Natera Annual Report, Year Ended Dec 31, 2024
Natera, Inc. reported total revenues of $1,696.9 million for 2024, up from $1,082.6 million in 2023 and $820.2 million in 2022, with product revenues of $1,685.1 million. The company narrowed its net loss to $190.4 million in 2024 from $434.8 million in 2023 and $547.8 million in 2022, though it still carries an accumulated deficit of $2.6 billion. Stock-based compensation was $274.4 million in 2024, a significant non-cash charge. Gross margin rose to 60.3% from 45.5% in 2023, as stated in the filing's segment disclosure. Testing volume reached approximately 3.1 million tests processed in 2024, versus 2.5 million in 2023. The company relies heavily on Panorama (NIPT), Horizon (carrier screening), and Signatera (molecular residual disease testing) for most revenue. Microdeletions reimbursement remains low, and the filing flags substantial litigation exposure, including a jury verdict of over $292 million against the company in November 2024 in the Guardant Health case and a $57 million Ravgen verdict. Management states that the company's existing cash and marketable securities of $945.6 million in cash, cash equivalents and restricted cash and $22.7 million in marketable securities are sufficient for at least 12 months after February 27, 2025. The company also redeemed its $287.5 million 2.25% Convertible Notes in October 2024, largely through conversion into about 7.5 million shares. The filing also notes that the FDA's May 2024 final rule on laboratory-developed tests could materially affect the company's ability to market existing and new LDTs, although enforcement discretion may apply to tests first offered before May 6, 2024. Regulatory and reimbursement developments remain key uncertainties for investors.
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%).
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.
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.
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.
Natera Quarterly Report for Q3 Ended Sep 30, 2024
Natera, Inc. reported a substantially improved third quarter and nine months of 2024 in this Form 10-Q filed November 12, 2024. Total revenues were $439.8 million for the three months ended September 30, 2024, up from $268.3 million a year earlier, and $1.22 billion for the nine months, compared with $771.5 million. Product revenues were $1.21 billion for the nine months. The company's net loss narrowed to $31.6 million for the quarter from $109.0 million, and to $136.7 million for the nine months from $356.8 million. Stock-based compensation was $202.5 million for the nine months. The filing notes that the quarterly results include $34.5 million of cash receipts for tests delivered in prior periods, which increased revenue, and the company's loss per share for the quarter was $0.26. The balance sheet shows cash, cash equivalents and restricted cash of $892.8 million and marketable securities of $29.5 million at September 30, 2024, against an $80.4 million Credit Line balance and $287.5 million of 2.25% Convertible Senior Notes principal. Operating cash flow was positive at $82.8 million for the nine months, compared with an outflow of $189.4 million a year earlier. The company stated that existing cash and marketable securities are expected to be sufficient for at least 12 months after November 12, 2024. It also announced in July 2024 the redemption of all outstanding Convertible Notes, completed October 11, 2024, with $287.4 million converted into approximately 7.5 million common shares. The filing also details ongoing litigation, including a $96.3 million jury award to the company against CareDx, a $57 million damages verdict against the company in the Ravgen case, and multiple securities and false advertising suits. The company states it does not believe these matters will have a material effect on its financial condition, though outcomes are uncertain.
Natera Quarterly Report for Q2 Ended Jun 30, 2024
Natera, Inc. reported a sharp improvement in its second-quarter 2024 results. Total revenues were $413.4 million for the three months ended June 30, 2024, up from $261.4 million a year earlier, and $781.1 million for the six months, up from $503.2 million. Product revenues were $411.4 million for the quarter. Loss from operations narrowed to $43.9 million from $112.4 million, and the net loss narrowed to $37.5 million from $110.8 million. For the six months, the net loss was $105.1 million versus $247.7 million a year earlier. Stock-based compensation was $131.9 million for the six months, and the company cited its accumulated deficit of $2.5 billion. Liquidity is described as adequate for at least 12 months after August 8, 2024. At June 30, 2024 the company held $796.8 million in cash, cash equivalents and restricted cash and $90.3 million in short-term investments. Debt consisted of $80.4 million drawn on a UBS Credit Line, with $20.0 million remaining available, and $287.5 million of 2.25% Convertible Senior Notes due 2027. On July 19, 2024, Natera elected to redeem all of those notes on October 11, 2024, and stated it expects substantially all to convert into common stock, which would involve roughly 7.5 million shares. The company said it does not expect a material effect on liquidity from this decision. The filing also details significant litigation. Natera won a January 2024 jury verdict against CareDx that awarded $96.3 million in lost profits and royalties. It faces a $57 million jury damages finding in the Ravgen case, which it intends to appeal, and a number of securities and false advertising matters remain pending. The filing states the company does not believe any pending matters will have a material effect on its financial condition.
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.
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.
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.
Natera Quarterly Report for Q1 Ended Mar 31, 2024
Natera, Inc. reported a net loss of $67.6 million for the three months ended March 31, 2024, compared with a net loss of $136.9 million in the same period of 2023. Total revenues rose to $367.7 million from $241.8 million, with product revenues of $364.7 million, up from $237.8 million. Loss from operations narrowed to $74.3 million from $138.3 million, while selling, general and administrative expenses increased to $194.3 million. The filing states that the company processed approximately 735,800 tests in the quarter, up from approximately 626,200, driven by growth in Signatera, Panorama and Horizon. The company also noted that the Company increased revenue by a net $33.7 million from collections on tests delivered in prior periods, which contributed $0.28 to the improvement in loss per share. The balance sheet remained solid, with cash, cash equivalents and restricted cash of $813.8 million and $69.1 million in short-term investments as of March 31, 2024. Against this, the company carried $80.4 million outstanding on its UBS Credit Line, with $20.0 million remaining available, and $287.5 million of 2.25% Convertible Senior Notes due 2027. Management stated that existing cash and marketable securities are expected to be sufficient to meet cash requirements for at least 12 months after May 9, 2024. Cash provided by operating activities was $27.0 million, compared with cash used of $81.1 million a year earlier. The filing also details significant litigation. In January 2024, a jury found in the company's favor in its patent case against CareDx and awarded $96.3 million, while a jury verdict against the company in the Ravgen patent case set damages at $57 million, which the company intends to appeal. Other matters include a $19.35 million ArcherDX damages award, a pending Guardant trial scheduled for August 2024, and several securities and shareholder suits. The company's stock-based compensation expense was $64.4 million for the quarter, a significant contributor to its operating loss.
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.
Natera Annual Report, Year Ended Dec 31, 2023
Natera, Inc. reported total revenues of $1,082.6 million for 2023, up from $820.2 million in 2022 and $625.5 million in 2021, with product revenues of $1,068.5 million. The company's net loss narrowed to $434.8 million in 2023 from $547.8 million in 2022, though it still carries an accumulated deficit of $2.4 billion. Panorama, Horizon, and Signatera together represent the significant majority of revenues, and the company processed approximately 2,496,100 tests in 2023. The company ended 2023 with $642.1 million in cash, cash equivalents and restricted cash and $236.9 million in marketable securities. Offsetting this are $287.5 million of 2.25% Convertible Senior Notes due 2027 and $80.4 million drawn on a UBS Credit Line, with $20.0 million remaining available. Management states that existing cash and marketable securities are sufficient to meet anticipated cash requirements for at least 12 months after February 28, 2024. Net cash used in operating activities was $247.0 million in 2023, compared with $431.5 million in 2022. Key risks highlighted include limited third-party payer reimbursement for microdeletions screening, sole-source dependence on Illumina sequencers and Streck blood collection tubes, a proposed FDA rule that would classify laboratory-developed tests as medical devices, and ongoing patent and false advertising litigation, including a January 2024 jury verdict of $57 million in the Ravgen case and a $96.3 million jury award to the company in its case against CareDx.
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.
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.
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.
Natera Quarterly Report for Q3 Ended Sep 30, 2023
Natera, Inc. reported its third-quarter 2023 results in this Form 10-Q for the period ended September 30, 2023. Total revenues were $268.3 million for the three months, up 27.4% from $210.6 million a year earlier, and $771.5 million for the nine months, up from $603.0 million. Product revenues drove growth, rising to $265.2 million in the quarter, while licensing and other revenues fell to $3.1 million. Net loss narrowed to $109.0 million for the quarter from $121.5 million, but widened to $356.8 million for the nine months compared with $405.2 million a year earlier; the nine-month figure is lower than the prior year, and the quarterly loss also decreased. Stock-based compensation was $142.9 million for the nine months. Liquidity improved after a September 2023 public offering of 4,550,000 shares at $55 per share, which generated net proceeds of approximately $235.8 million. At quarter end, the company held $668.7 million in cash, cash equivalents and restricted cash and $267.8 million in short-term investments. Debt consisted of an $80.4 million drawn balance on a UBS credit line and $287.5 million of 2.25% convertible senior notes due 2027. Management states that existing cash and marketable securities are sufficient for at least 12 months after November 8, 2023, while noting that the company expects continued losses and may need additional financing. The filing also details a substantial litigation docket, including patent suits with CareDx, ArcherDX, Ravgen, Inivata, Invitae and Guardant, a false advertising judgment against Natera that was partly set aside in July 2023 and is on appeal, and several securities and consumer class actions. An independent committee concluded that allegations in a March 2022 short seller report were unfounded.
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.
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.
Natera Quarterly Report for Q2 Ended Jun 30, 2023
Natera, Inc.'s Form 10-Q for the quarter ended June 30, 2023 reports total revenues of $261.4 million for the three months ended June 30, 2023, up from $198.2 million a year earlier, and $503.2 million for the six months, up from $392.3 million. Product revenues were $258.3 million for the quarter and $496.1 million for the six months. The company's net loss narrowed to $110.8 million for the quarter from $145.2 million, and to $247.7 million for the six months from $283.7 million. Loss from operations for the six months was $250.7 million, compared with $280.2 million a year earlier. The filing notes that stock-based compensation was $85.2 million for the six months ended June 30, 2023. Liquidity is a central focus. As of June 30, 2023, the company held $381.1 million in cash, cash equivalents and restricted cash and $354.8 million in short-term investments. It had $287.5 million of 2.25% Convertible Senior Notes due 2027 outstanding and an $80.4 million balance on its UBS Credit Line, with $20.0 million remaining available after the line was reduced from $150.0 million to $100.0 million in June 2023. Management states that existing cash and marketable securities are expected to be sufficient for at least 12 months after August 3, 2023. The filing also states that the company will need to generate additional revenue to achieve future profitability and may need to raise additional equity or debt financing. The filing describes multiple pending legal matters, including patent litigation against CareDx, ArcherDX and Invitae, and securities class actions. It states that a jury awarded the company $19.35 million in damages in its ArcherDX case, and that in July 2023 the court set aside portions of an adverse CareDx jury verdict on false advertising. The company's disclosure controls were concluded to be effective as of June 30, 2023.
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.
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.
Natera Quarterly Report for Q1 Ended Mar 31, 2023
Natera, Inc. reported a first-quarter 2023 net loss of $136.9 million on total revenues of $241.8 million, up from $194.1 million in the prior-year quarter. Product revenues were $237.8 million, and total cost and expenses rose to $380.1 million. The company's accumulated deficit reached $2.1 billion as of March 31, 2023. Management stated that the company will need to generate additional revenues to achieve profitability and may need to raise additional equity or debt financing, while believing existing cash and marketable securities will be sufficient for at least 12 months after May 9, 2023. Liquidity at March 31, 2023 included $403.2 million in cash, cash equivalents and restricted cash and $408.9 million in short-term investments. Debt consisted of $80.4 million drawn on a UBS Credit Line (with $70.0 million remaining available) and $287.5 million of 2.25% Convertible Senior Notes due 2027. Cash used in operating activities was $80.9 million for the quarter, compared with $137.3 million a year earlier. Stock-based compensation was $40.7 million. The filing also reports that the company reduced product revenue by a net $9.2 million for tests delivered in prior periods, and that the company's legal matters include a pending patent and false-advertising litigation portfolio, a pending securities class action, and a pending motion regarding a CareDx jury verdict of $44.9 million. An independent board committee concluded that allegations in a March 2022 short seller report were unfounded.
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.
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.
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.
Natera Annual Report, Year Ended Dec 31, 2022
Natera, Inc. (Nasdaq: NTRA) reported total revenues of $820.2 million for 2022, up from $625.5 million in 2021 and $391.0 million in 2020, with product revenues of $797.3 million. The company remains unprofitable, with a net loss of $547.8 million in 2022 (compared with $471.7 million in 2021 and $229.7 million in 2020) and an accumulated deficit of $1.9 billion. The company processed approximately 2.1 million tests in 2022. Panorama (non-invasive prenatal test) and Horizon (carrier screening) together represent a majority of revenues, and the filing describes Natera as a diagnostics company expanding into oncology (Signatera) and organ health (Prospera). Liquidity was supported by a November 2022 equity offering of 13,144,500 shares at $35 per share, which generated net proceeds of $433.2 million. As of December 31, 2022, the company reported $466.1 million in cash, cash equivalents and restricted cash, $432.3 million in marketable securities, $287.5 million of 2.25% convertible senior notes due 2027, and $80.4 million drawn on a UBS credit line with $70.0 million still available. Management states that existing cash and marketable securities are sufficient to meet anticipated cash requirements for at least 12 months after March 1, 2023. Net cash used in operating activities was $431.5 million in 2022. The filing highlights significant risks, including reimbursement pressure on microdeletions testing and the Horizon CPT code, dependence on Illumina as sole sequencer supplier, pending intellectual property and false advertising litigation (including a March 2022 jury verdict against the company of $44.9 million in damages to CareDx, which the company has challenged), and an independent committee's conclusion that allegations in a March 2022 short seller report were unfounded.
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.
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.