Natera, Inc. filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission on November 12, 2026, to register up to 5,000 shares of common stock issuable under its Change of Control Bonus Plan in connection with a merger completed November 2, 2026.

Key Highlights

  • Shares registered: Up to 5,000 shares of common stock, par value $0.0001 per share, are covered by this registration statement.
  • Plan name: The shares are issuable under the Change of Control Bonus Plan, as amended and restated effective November 10, 2026.
  • Merger completed: According to the filing, Natera completed its acquisition of a privately held company on November 2, 2026, pursuant to an Agreement and Plan of Merger dated the same day.
  • Purpose of shares: The shares are intended to settle change of control bonuses payable to eligible participants, including shares deliverable at closing, upon release of holdback shares, in connection with any positive post-closing purchase price adjustment, or upon achievement of certain milestones.
  • Agent for service: Michael Brophy, Chief Financial Officer of Natera, Inc., is named as the agent for service in the filing.
  • Filer classification: Natera identified itself as a large accelerated filer in this registration statement.

Natera's S-8 Filing Tied to November 2026 Merger and Bonus Plan

According to the filing, Natera, Inc. (NASDAQ:NTRA), a Delaware corporation headquartered at 13011 McCallen Pass, Building A, Suite 100, Austin, TX 78753, submitted this Form S-8 registration statement to register up to 5,000 shares of its common stock under the Change of Control Bonus Plan. The plan was amended and restated effective November 10, 2026, in connection with the company's acquisition of a privately held company completed on November 2, 2026.

The filing states that the registered shares are issuable in settlement of change of control bonuses payable to eligible participants pursuant to the Merger Agreement and the Bonus Plan. The filing further notes that covered shares include those "deliverable at the closing of the transactions contemplated by the Merger Agreement and upon the release of certain holdback shares, in connection with any positive post-closing purchase price adjustment, or the achievement of certain milestones under the Merger Agreement." The Merger Agreement involved Natera, two wholly owned merger subsidiaries of Natera, the acquired company, and a stockholder representative.

The registration statement incorporates by reference Natera's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed February 27, 2026; Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026, June 30, 2026, and September 30, 2026; and several Current Reports on Form 8-K filed between April and July 2026. The filing also references indemnification provisions under Delaware law, Natera's amended and restated certificate of incorporation, and indemnification agreements with directors, executive officers, and certain key employees.

What Was Disclosed

Natera filed a Form S-8 on November 12, 2026, registering up to 5,000 shares of common stock (par value $0.0001 per share) under its Change of Control Bonus Plan, as amended and restated effective November 10, 2026, in connection with a merger completed November 2, 2026.