{"url_path":"/sec/ntra/8-k/2026-06-05/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1604821/0001604821-26-000002-index.html","accession_number":"0001604821-26-000002","cik":"0001604821","ticker":"NTRA","issuer_name":"Natera, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1604821/0001604821-26-000002-index.html","primary_entity_key":"0001604821","primary_entity_name":"Natera, Inc."},"word_count":409,"has_tables":true,"body_markdown":"Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\nThe Board of Directors (the “Board”) of Natera, Inc., a Delaware corporation (the “Company”) (i) increased the size of the full Board from eleven to twelve members and (ii) appointed Thomas Lynch as a member of the Board, in each case effective as of June 2, 2026.\n\n \n\nDr. Lynch will serve as a Class I director, with an initial term expiring at the 2028 annual meeting of stockholders. There is no arrangement or understanding between Dr. Lynch and any other persons pursuant to which Dr. Lynch was elected as a director.\n\n \n\nThe Board determined that Dr. Lynch qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of The Nasdaq Stock Market. The Board has appointed Dr. Lynch to the Human Capital Committee of the Board.\n\n \n\nIn connection with his appointment to the Board, Dr. Lynch will be entitled to receive cash and equity compensation consistent with that of the Company’s other non-employee directors. Such compensation is described in the Company’s Amended Compensation Program for Non-Employee Directors filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2025 as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The Company’s form Notice of Stock Unit Award and form Stock Unit Agreement were filed with the SEC on June 18, 2024 as Exhibit 10.1 to the Company’s Current Report on Form 8-K. The initial equity award granted to Dr. Lynch will vest as to one-third of the shares covered by such award on each of June 26, 2027, 2028, and 2029.\n\n \n\nThe Company also expects to enter into an Indemnification Agreement with Dr. Lynch, providing for indemnification and advancement of litigation and other expenses to Dr. Lynch to the fullest extent permitted by law for claims relating to his service to the Company or its subsidiaries. The Company’s form of indemnification agreement was filed with the SEC on March 16, 2017 as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.\n\n \n\nThere are no family relationships between Dr. Lynch and any of the Company’s directors or executive officers, and Dr. Lynch does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K."}