Natera Inc 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934For the transition period fromtoCommission file number:001-37478NATERA,INC.(Exact Name of Registrant as Specified in its Charter)Delaware01-0894487State or Other Jurisdiction of Incorporation or Organization(I.R.S. Employer Identification No.)13011 McCallen PassBuilding A Suite 100Austin,TX78753(Address of Principal Executive Offices)(Zip Code)(650)980-9190Registrant’s Telephone Number,Including Area CodeSecurities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, par value $0.0001 per shareNTRAThe Nasdaq Stock Market LLC(Nasdaq Global Select Market)Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes⌧No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes☐No⌧Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90 days.Yes⌧No◻Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes⌧No◻Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule12b-2 of the Exchange Act.: Largeacceleratedfiler⌧Acceleratedfiler☐Non-accelerated filer☐Smallerreportingcompany☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $13.15billion based on the last reported sale price of $108.29 per share as reported on the Nasdaq Global Select Market on June 30, 2024, thelast trading day of the most recently completed second fiscal quarter.As of February 21, 2025, the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was 135,186,184. DOCUMENTS INCORPORATED BY REFERENCE Information required in response to Part III of this annual report on Form 10-K is hereby incorporated by reference to portions ofthe Registrant’s proxy statement for its Annual Meeting of Stockholders to be held in 2025. The proxy statement will be filed by the registrantwith the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2024. Natera, Inc. FORM10-K FOR THE YEAR ENDED DECEMBER 31, 2024 TABLE OFCONTENTS PART I Item 1.Business6Item 1A.Risk Factors30Item 1B.Unresolved Staff Comments63Item IC.Cybersecurity63Item 2.Properties65Item 3.Legal Proceedings66Item 4.Mine Safety Disclosures66 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities66Item 6.[Reserved.]67Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations68Item 7A.Quantitative and Qualitative Disclosures About Market Risk79Item 8.Financial Statements and Supplementary Data80Item 9.Changes in and Disagreements with