Natera Inc 2025年度报告

(Mark One)ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct 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 subjectto 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 the registrant was required tosubmit 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 reporting company” 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 public accountingfirm 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 registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). 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 $21.83 As of February 20, 2026, the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was 141,731,250. 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 of theRegistrant’s proxy statement for its Annual Meeting of Stockholders to be held in 2026. The proxy statement will be filed by the registrant with theSecurities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2025. Natera, Inc. FORM10-K FOR THE YEAR ENDED DECEMBER 31, 2025 TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 PART I Item 1.Business6Item 1A. Risk Factors32Item 1B. Unresolved Staff Comments68Item 1C.Cybersecurity69Item 2.Properties70Item 3.Legal Proceedings71Item 4.Mine Safety Disclosures71 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities71Item 6.[Reserved.]72Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations73Item 7A.Quantitative and Qualitative Disclosures About Market Risk84Item 8.Financial Statements and Supplementary Data85Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure129Item 9A. Controls and Procedures129Item 9B. Other Information132Item 9C.Disclosure Regarding Jurisdictions That Prevent Inspections133 PART III Item 10.Directors, Executive Officers and Corporate Governance134Item 11.Executive Compensation134Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters134Item 13.Certain Relationships and Related Transactions, and Director Independence134Item 14.Principal Accounting Fees and Services134 PART IV Item 15.Exhibits and Financial Statement Schedules135Item 16.Form 10-K Summary139Signatures140 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains forward-looking statements. The forward-looking statements are containedprincipally in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of FinancialCondition and Results of Operations,” but are also contained elsewhere in this report. Forward-lookingstatements include information concerning our future results of operations and financial position, strategyand plans, and our expectations for future