8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2023

Natera, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37478	01-0894487
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13011 McCallen Pass
Building A Suite 100

Austin, TX 78753

(Address of principal executive offices, including zip code)

(650) 980-9190

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NTRA	Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.02. Results of Operations and Financial Condition.

On February 28, 2023, Natera, Inc. issued a press release announcing the results for its fourth quarter and year ended December 31, 2022 and provided a related investor presentation. A copy of the press release and a copy of the investor presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information in this Current Report on Form 8-K and the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 28, 2023.
99.2	Investor Presentation.
104	Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Natera, Inc.
By:	/s/ Michael Brophy
	Michael Brophy
	Chief Financial Officer (Principal Financial and Accounting Officer)

Dated: February 28, 2023

EX-99.1

Exhibit 99.1

Natera Reports Fourth Quarter and Full Year 2022 Financial Results

AUSTIN, Texas, February 28, 2023 /PRNewswire/ — Natera, Inc. (NASDAQ:  NTRA), a global leader in cell-free DNA testing, today reported financial results for the fourth quarter and year ended December 31, 2022 and provided an update on recent business progress and financial outlook.

Recent Accomplishments & Highlights

● Generated total revenues of $217.3 million in the fourth quarter of 2022 compared to $173.0 million in the fourth quarter of 2021, an increase of 25.6%. Product revenues grew 28.2% over the same period.

● Generated total revenues of $820.2 million in the year 2022 compared to $625.5 million in the year 2021, an increase of 31.1%. Product revenues grew 37.4% over the same period.

● Processed approximately 559,700 tests in the fourth quarter of 2022, compared to approximately 438,800 tests processed in the fourth quarter of 2021, an increase of 27.6%.

● Processed approximately 2,066,500 tests in the year 2022, compared to approximately 1,570,000 tests processed in the year 2021, an increase of 31.6%.

● Performed over 196,000 oncology tests in the year 2022, representing an increase of 158% over 2021, with 40 published peer-reviewed studies for Signatera to date.

● Guiding 2023 total revenue of $980 million – $1 billion, reducing cash burn by approximately $150 million in 2023.

● Secured Medicare coverage for breast cancer, representing fifth coverage decision for Signatera.

● Prospective, multi-site CIRCULATE study featured on the cover and as lead publication in the January 2023 issue of Nature Medicine, which demonstrated Signatera’s ability to predict chemotherapy benefit in colorectal cancer with 18-months of clinical follow-up.

● New American College of Medical Genetics (ACMG) guideline supporting screening for 22q.11.2 deletion syndrome.

● National Society of Genetic Counselors (NSGC) guideline recommending that expanded carrier screening be made available to all individuals considering reproduction and all pregnant pairs.

● Updated International Society for Heart and Lung Transplantation (ISHLT) guidelines for heart transplant, including dd-cfDNA testing in a Class 1B recommendation.

● Seasoned healthcare executive Ruth Williams-Brinkley appointed to the Board, effective March 2, 2023.

“We delivered another strong year in 2022, helping a record number of patients with their care,” said Steve Chapman, Natera’s Chief Executive Officer. “We achieved important milestones that demonstrate the clinical utility of our tests, expanded coverage, and built on our leadership in evidence generation. Our guidance for 2023 reflects our expectations for robust top-line growth as we reduce operating expenses and continue to position the company for ongoing success.”

Fourth Quarter and Year Ended December 31, 2022 Financial Results

Total revenues were $217.3 million in the fourth quarter of 2022 compared to $173.0 million for the fourth quarter of 2021, an increase of 25.6%. The increase in total revenues was driven primarily by a 28.2% increase in product revenues, which were $212.9 million in the fourth quarter of 2022 compared to $166.1 million in the fourth quarter of 2021. The increase in product revenues was driven by an increase in test volumes compared to the fourth quarter of 2021. Natera processed approximately 559,700 tests in the fourth quarter of 2022, including approximately 543,900 tests accessioned in its laboratory, compared to approximately 438,800 tests processed, including approximately 424,200 tests accessioned in its laboratory, in the fourth quarter of 2021.

In the fourth quarter of 2022, Natera recognized revenue on approximately 519,200 tests for which results were reported to customers in the period (tests reported), including approximately 504,500 tests reported from its laboratory, compared to approximately 410,900 tests reported, including approximately 397,100 tests reported from its laboratory, in the fourth quarter of 2021, an overall increase of 26.4% for the quarter.

Total revenues for 2022 were approximately $820.2 million compared to $625.5 million in 2021, which represents an increase of 31.1%. Total revenues, excluding non-recurring revenues of $28.6 million from the Qiagen arrangement, increased by 37.4% in 2022 compared to 2021. In 2022, Natera processed approximately 2,066,500 tests including approximately 2,004,000 tests accessioned in its laboratory, compared to approximately 1,570,000 tests processed in 2021, including approximately 1,513,400 tests accessioned in its laboratory.

In 2022, Natera recognized revenue on approximately 1,919,600 tests reported, including approximately 1,861,000 tests reported from its laboratory, compared to approximately 1,453,500 tests reported, including approximately 1,400,100 tests reported from its laboratory, in 2021, an overall increase of 32.1% for the year.

Gross profit* for the three months ended December 31, 2022 and 2021 was $90.0 million and $78.9 million, respectively, representing a gross margin of 41.4% and 45.6%, respectively. Natera had lower margins in the fourth quarter of 2022 compared to the fourth quarter 2021 primarily due to increased labor and overhead costs driven by volume growth and customer support. Gross profit for the year ended December 31, 2022 and 2021 was $364.0 million and $307.1 million, respectively, representing a gross margin of 44.4% and 49.1%, respectively. Natera had lower margins in the year 2022 primarily due to changing product mix, increased labor and overhead costs driven by volume growth and customer support, as well as one time revenue recognized from the Qiagen arrangement in 2021.

Total operating expenses, representing research and development expenses and selling, general and administrative expenses, for the fourth quarter of 2022 were $231.7 million, compared to $218.6 million in the same period of the prior year, an increase of 6.0%. Total operating expenses in the year ended December 31, 2022 were $905.0 million, an increase of approximately 16.7% compared to $775.2 million in the prior year. The increases were primarily driven by headcount growth to support new product offerings.

Loss from operations for the fourth quarter of 2022 was $141.8 million compared to $139.7 million for the same period of the prior year. Loss from operations for the year 2022 was $541.0 million compared to $468.2 million compared to the prior year.

Net loss for the fourth quarter of 2022 was $142.6 million, or ($1.37) per diluted share, compared to net loss of $140.6 million, or ($1.48) per diluted share, for the same period in 2021. Weighted average shares outstanding were approximately 104.3 million in the fourth quarter of 2022 compared to 94.8 million in the fourth quarter of the prior year. Net loss for the full year 2022 was $547.8 million, or ($5.57) per diluted share, compared to net loss of $471.7 million, or ($5.21) per diluted share, for the full year 2021. Weighted average shares outstanding were 98.4 million in 2022 compared to 90.6 million in 2021.

At December 31, 2022, Natera held approximately $898.4 million in cash, cash equivalents, short-term investments and restricted cash, compared to $914.5 million as of December 31, 2021. As of December 31, 2022, Natera had a total outstanding debt balance of $362.0 million, comprised of $80.4 million including accrued interest under its line of credit with UBS at a variable interest rate of 30-day SOFR plus 121 bps and a net carrying amount of $281.7 million under its seven-year convertible senior notes issued in April 2020. The gross principal balance outstanding for the convertible senior notes was $287.5 million as of December 31, 2022.

Financial Outlook

Natera anticipates 2023 total revenue of $980 million to $1 billion; 2023 gross margin to be approximately 41% to 44% of revenues; selling, general and administrative costs to be approximately $510 million to $540 million; research and development costs to be $325 million to $345 million, and net cash consumption to be $300 million to $325 million**.

* Gross profit is calculated as GAAP total revenues less GAAP cost of revenues. Gross margin is calculated as gross profit divided by GAAP total revenues.

** Cash consumption is calculated as the sum of GAAP net cash used by operating activities (estimated for 2023 to be between $250 million and $275 million) and GAAP net purchases of property and equipment (estimated for 2023 to be approximately $50 million).

Test Volume Summary

Unit	Q4 2022		Q4 2021		FY 2022		FY 2021		Definition
Tests processed		559,700		438,800		2,066,500		1,570,000	Tests accessioned in our laboratory plus units processed outside of our laboratory
Tests accessioned		543,900		424,200		2,004,000		1,513,400	Test accessioned in our laboratory
Tests reported in our laboratory		504,500		397,100		1,861,000		1,400,100	Total tests reported in our laboratory less units reported outside of our laboratory
Tests reported		519,200		410,900		1,919,600		1,453,500	Total tests reported

About Natera

Natera™ is a global leader in cell-free DNA testing, dedicated to oncology, women’s health, and organ health. We aim to make personalized genetic testing and diagnostics part of the standard of care to protect health and enable earlier, more targeted interventions that help lead to longer, healthier lives. Natera’s tests are validated by more than 100 peer-reviewed publications that demonstrate high accuracy. Natera operates ISO 13485-certified and CAP-accredited laboratories certified under the Clinical Laboratory Improvement Amendments (CLIA) in Austin, Texas and San Carlos, California. For more information, visit www.natera.com.

Conference Call Information

Event:	Natera's Fourth Quarter and Full Year 2022 Financial Results Conference Call
Date:	Tuesday, February 28, 2023
Time:	1:30 p.m. PT (4:30 p.m. ET)
Live Dial-In:	(888) 770-7321, Toll-Free
	(929) 201-7107, International
Conference ID:	7684785
Webcast Link:	https://events.q4inc.com/attendee/196748198

Forward-Looking Statements

This press release contains forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts, including the company’s financial guidance for fiscal 2022, its ability to continue to increase its revenues, its product development plans and its ability to maintain and grow its business operations in light of the COVID-19 pandemic, are forward-looking statements. Any forward-looking statements contained in this press release are based upon Natera’s current plans, estimates, and expectations, as of the date of this release, and are not a representation that such plans, estimates, or expectations will be achieved.

These forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including: we face numerous uncertainties and challenges in achieving our financial projections and goals; we may be unable to further increase the use and adoption of our products through our direct sales efforts or through our laboratory partners; we have incurred losses since our inception and we anticipate that we will continue to incur losses for the foreseeable future; our quarterly results may fluctuate from period to period; our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; we may be unable to compete successfully with existing or future products or services offered by our competitors; we may engage in acquisitions, dispositions or other strategic transactions that may not achieve our anticipated benefits and could otherwise disrupt our business, cause dilution to our stockholders or reduce our financial resources; we may need to raise additional capital to support our business plans, which may not be available when necessary or on favorable terms; we may not be successful in commercializing our cloud-based distribution model; our products may not perform as expected; the results of our clinical studies, including our SNP-based Microdeletion and Aneuploidy RegisTry, or SMART, Study, may not be compelling to professional societies or payors as supporting the use of our tests, particularly for microdeletions screening, or may not be able to be replicated in later studies required for regulatory approvals or clearances; if either of our primary CLIA-certified laboratories becomes inoperable, we will be unable to perform our tests and our business will be harmed; we rely on a limited number of suppliers or, in some cases, single suppliers, for some of our laboratory instruments and materials and may not be able to find replacements or immediately transition to alternative suppliers; if we are unable to successfully scale our operations, our business could suffer; the marketing, sale, and use of Panorama and our other products could result in substantial damages arising from product liability or professional liability claims that exceed our resources; we may be unable to expand, obtain or maintain third-party payer coverage and reimbursement for Panorama, Horizon and our other tests, and we may be required to refund reimbursements already received; third-party payers may withdraw coverage or provide lower levels of reimbursement due to changing policies, billing complexities or other factors; if the FDA were to begin actively regulating our tests, we could incur substantial costs and delays associated with trying to obtain premarket clearance or approval and incur costs associated with complying with post-market controls; litigation or other proceedings, including investigations, subpoenas, demands, disputes, litigation, requests for information and other regulatory or administrative actions or proceedings, or resulting from either third party claims of intellectual property infringement or asserting infringement by third parties of our technology, is costly, may result in substantial business and financial penalties, may be time-consuming and could limit our ability to commercialize our products or services; any inability to effectively protect our proprietary technology could harm our competitive position or our brand; and we cannot guarantee that we will be able to service and comply with our outstanding debt obligations or achieve our expectations regarding the conversion of our outstanding convertible notes.

Additional risks and uncertainties that could affect our financial results are included under the captions, "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our most recent filings on Forms 10-K and 10-Q and in other filings that we make with the SEC from time to time. These documents are available on our website at www.natera.com under the Investor Relations section and on the SEC’s website at www.sec.gov.

In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Natera assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.

Contacts

Natera, Inc.

Investor Relations
Mike Brophy, CFO, Natera, Inc., 510-826-2350, investor@natera.com

Media
Lesley Bogdanow, VP of Corporate Communications, Natera, Inc., pr@natera.com

Natera, Inc.

Consolidated Balance Sheets

(in thousands, except par value per share amount)

	December 31,			December 31,
	2022			2021
				(1)
Assets
Current assets:
Cash and cash equivalents	$	466,005		$	84,386
Restricted cash		86			228
Short-term investments		432,301			829,896
Accounts receivable, net of allowance of $3,830 in 2022 and $2,429 in 2021		244,385			122,074
Inventory		35,406			26,909
Prepaid expenses and other current assets		33,634			29,645
Total current assets		1,211,817			1,093,138
Property and equipment, net		92,453			65,516
Operating lease right-of-use assets		71,874			59,013
Other assets		18,330			18,820
Total assets	$	1,394,474		$	1,236,487
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	31,148		$	27,206
Accrued compensation		44,010			40,941
Other accrued liabilities		144,214			93,353
Deferred revenue, current portion		10,777			7,404
Short-term debt financing		80,350			50,052
Total current liabilities		310,499			218,956
Long-term debt financing		281,653			280,394
Deferred revenue, long-term portion		20,001			21,318
Operating lease liabilities, long-term portion		76,577			61,036
Other long-term liabilities		—			1,479
Total liabilities		688,730			583,183
Commitments and contingencies
Stockholders’ equity:
Common stock (2)		11			10
Additional paid in capital		2,664,730			2,050,417
Accumulated deficit		(1,942,635	)		(1,394,836	)
Accumulated other comprehensive loss		(16,362	)		(2,287	)
Total stockholders’ equity		705,744			653,304
Total liabilities and stockholders’ equity	$	1,394,474		$	1,236,487

(1) The consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements at that date included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(2) As of December 31, 2022 and 2021, there were approximately 111,255,000 and 95,140,000 shares of common stock issued and outstanding, respectively.

Natera, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except per share data)

	Yearended December 31,
	2022			2021			2020
Revenues
Product revenues	$	797,307		$	580,080		$	377,877
Licensing and other revenues		22,915			45,406			13,128
Total revenues		820,222			625,486			391,005
Cost and expenses
Cost of product revenues		453,632			315,195			200,097
Cost of licensing and other revenues		2,624			3,223			3,523
Research and development		316,415			264,208			100,035
Selling, general and administrative		588,591			511,034			303,627
Total cost and expenses		1,361,262			1,093,660			607,282
Loss from operations		(541,040	)		(468,174	)		(216,277	)
Interest expense		(9,319	)		(8,305	)		(15,082	)
Interest and other income, net		3,538			5,381			7,562
Loss on debt extinguishment		—			—			(5,848	)
Loss before income taxes		(546,821	)		(471,098	)		(229,645	)
Income tax expense		(978	)		(618	)		(98	)
Net loss	$	(547,799	)	$	(471,716	)	$	(229,743	)
Unrealized gain (loss) on available-for-sale securities, net of tax		(14,075	)		(6,546	)		3,340
Comprehensive loss	$	(561,874	)	$	(478,262	)	$	(226,403	)
Net loss per share:
Basic and diluted	$	(5.57	)	$	(5.21	)	$	(2.84	)
Weighted-average number of shares used in computing basic and diluted net loss per share:
Basic and diluted		98,408			90,558			81,011

EX-99.2

Exhibit 99.2

Natera, Inc. Investor presentation Fourth Quarter 2022 Earnings Call February 28, 2023

Not for reproduction or further distribution. Safe harbor statement This presentation contains forward - looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this presentation, including statements regarding our market opportunity, our proposed products and launch schedules, our reimburs eme nt coverage and our product costs, our commercial partners and potential acquisitions, our user experience, our clinical trials and studies, our financial performance, our strategies, our anticipate d r evenue and financial outlook, our goals and general business and market conditions, are forward - looking statements. These forward - looking statements are subject to known and unknown risks and uncertainties that may cause actual results to diffe r materially, including: we face numerous uncertainties and challenges in achieving our financial projections and goals; we may be unable to maintain our business and operations as planned due to dis ruptions and economic uncertainty caused by the COVID - 19 pandemic; we may be unable to further increase the use and adoption of Panorama and Horizon through our direct sales efforts or through ou r laboratory partners; we may be unable to develop and successfully commercialize new products, including Signatera and Prospera; we have incurred losses since our inception and we anticipate t hat we will continue to incur losses for the foreseeable future; our quarterly results may fluctuate from period to period; our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; we may be unable to compete successfully with existing or future products or services offered by our competitors; we may engage in acquisitions, dispositions or other strategic transactions tha t may not achieve our anticipated benefits and could otherwise disrupt our business, cause dilution to our stockholders or reduce our financial resources; we may not be successful in commercializing o ur cloud - based distribution model; our products may not perform as expected; the results of our clinical studies, including our SNP - based Microdeletion and Aneuploidy RegisTry, or SMART, Study, may not be compelling to professional societies or payors as supporting the use of our tests, particularly in the average - risk pregnancy population or for microdeletions screening, or may not be able to be replicate d in later studies required for regulatory approvals or clearances; if either of our primary CLIA - certified laboratory facilities becomes inoperable, we will be unable to perform our tests and our business will be harmed; we rely on a limited number of suppliers or, in some cases, single suppliers, for some of our laboratory instruments and materials and may not be able to find replacements or immediately trans iti on to alternative suppliers; if we are unable to successfully scale our operations, our business could suffer; the marketing, sale, and use of Panorama and our other products could result in substantial damage s a rising from product liability or professional liability claims that exceed our resources; we may be unable to expand, obtain or maintain third - party payer coverage and reimbursement for Panorama, Horizon and our other tests, and we may be required to refund reimbursements already received; third - party payers may withdraw coverage or provide lower levels of reimbursement due to changing policies, bi lling complexities or other factors, such as the increased focus by third - party payers on requiring that prior authorization be obtained prior to conducting a test; if the FDA were to begin actively regula tin g our tests, we could incur substantial costs and delays associated with trying to obtain premarket clearance or approval and incur costs associated with complying with post - market controls; litigation or oth er proceedings, resulting from either third party claims of intellectual property infringement or third party infringement of our technology, is costly, time - consuming and could limit our ability to commercial ize our products or services; any inability to effectively protect our proprietary technology could harm our competitive position or our brand; and we cannot guarantee that we will be able to service and comp ly with our outstanding debt obligations or achieve our expectations regarding the conversion of our outstanding convertible notes. We discuss these and other risks and uncertainties in greater detail in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports on Forms 10 - K and 10 - Q and in other filings we make wi th the SEC from time to time. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, no r can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward - looking statement. In light of these risks, uncertainties and assumptions, the forward - looking events and circumstances discussed in this presentation may not occur and our actual results could differ materially and adversely from those anticipated or implied. As a result, you should not place undue reliance on our forward - looking statements. Except as required by law, we undertake no obligation to update publicly any f orward - looking statements for any reason after the date of this presentation to conform these statements to actual results or to changes in our expectations. We file reports, proxy statements, and other in formation with the SEC. Such reports, proxy statements, and other information concerning us is available at http://www.sec.gov . Requests for copies of such documents should be directed to our Investor Relations department at Natera, Inc., 13011 McCallen Pa ss, Building A Suite 100, Austin, TX 78753. Our telephone number is (650) 980 - 9190. 2

Not for reproduction or further distribution. Recent h ighlights • FY22 total revenues of $820.2M; ~37% growth 1 over 2021. • 2.07M total tests processed in FY22; ~32% growth vs. 2021. • Performed >196K oncology tests in FY22, representing ~158% YoY growth, with 40 published peer - reviewed studies for Signatera to date. • Guiding 2023 total revenue guidance of $980M – $1,000M, reducing cash burn by ~$150M in 2023. • Secured Medicare coverage for breast cancer; fifth coverage decision for Signatera. • Prospective, multi - site CIRCULATE study featured on the cover and lead publication in the January issue of Nature Medicine, which demonstrated Signatera’s ability to predict chemotherapy benefit in colorectal cancer with 18 - months of clinical follow - up. • The American College of Medical Genetics (ACMG) issues new guideline supporting screening for 22q.11.2 deletion syndrome. • The National Society of Genetic Counselors (NSGC) guideline recommends expanded carrier screening be made available to all individuals considering reproduction and all pregnant pairs. • The International Society for Heart and Lung Transplantation (ISHLT) published newly updated guidelines for heart transplant, including dd - cfDNA testing in a Class 1B recommendation. • Seasoned healthcare executive Ruth Williams - Brinkley appointed to the Board, effective 3/2/23. 3 1. Excluding non - recurring revenue of $28.6M from Qiagen arrangement in Q1 2021.

Not for reproduction or further distribution. Strong volume growth at scale in 2022 0.5M 0.7M 0.8M 1.0M 1.6M 2.1M 2017 2018 2019 2020 2021 2022 30 % 20 % 28 % 53 % 32 % Total processed units 4

Not for reproduction or further distribution. Microdeletion guideline update by ACMG Only 22q test validated in real - world, multi - site prospective study: • Robust validation with confirmed outcomes in >18,000 patients 22q results exceeded expectations: • High incidence 1/1,524 • E xcellent sensitivity and specificity: − Overall sensitivity of 83.3% (10 of 12 cases of 22q11.2 detected), when including the more difficult, smaller 22q deletions (41.6% of cases) − Sensitivity of 99.9% for deletions >2.5Mb − Specificity of 99.84% • High PPV of 53% (>10X better than historically accepted screening tests) • Prenatal ultrasound missed the majority of true positives SMART publication 1 ACMG guideline update – 22q11.2 syndrome 2 Recommendation: ACMG SUGGESTS THAT NIPS FOR 22q11.2 DELETION SYNDROME BE OFFERED TO ALL PATIENTS 1. Dar, Pe'er et al. “Cell - free DNA screening for prenatal detection of 22q11.2 deletion syndrome.” American journal of obstetrics and gyneco logy vol. 227,1 (2022): 79.e1 - 79.e11. doi:10.1016/j.ajog.2022.01.002 2. Dungan JS, Klugman S, Darilek S, Malinowski J, Akkari YMN, Monaghan KG, Erwin A, Best RG; ACMG Board of Directors. Electronic address: documents@acmg.net. Noninvasive prenatal screening (NIPS) for fetal chromosome abnormalities in a general - risk population: An evidence - based clinical guideline of the Am erican College of Medical Genetics and Genomics (ACMG). Genet Med. 2022 Dec 13:S1098 - 3600(22)01004 - 8. doi : 10.1016/j.gim.2022.11.004. Epub ahead of print. PMID: 36524989. 5

Not for reproduction or further distribution. Expanded Carrier Screening – NSGC guideline 6 Updated NSGC Expanded Carrier Screening (ECS) Guidelines 1 The National Society of Genetic Counselors (NSGC) published an evidence - based (ECS) practice guideline stating: “ECS is superior compared to ethnicity - based carrier screening in that it both identifies more carriers of AR and XL conditions as well as eliminates a single race - based medical practice.” Recommendation: “Based upon the current level of evidence, we recommend ECS be made available for all individuals considering reproduction and all pregnant reproductive pairs ” 1. Sagaser , Katelynn G et al. “Expanded carrier screening for reproductive risk assessment: An evidence - based practice guideline from the National Society of Genetic Counselors.” Journal of genetic counseling, 10.1002/jgc4.1676. 9 Feb. 2023, doi:10.1002/jgc4.1676

Not for reproduction or further distribution. Prospera Heart – Updated ISHLT guideline for heart transplant includes the use of dd - cfDNA for surveillance DTRT Study for Prospera Heart Updated ISHLT Heart Transplant Guidelines 1 • Recent guideline update by ISHLT includes the use of donor - derived cfDNA (dd - cfDNA) testing for surveillance of heart transplant recipients • ISHLT includes dd - cfDNA testing in a Class I, Level B recommendation covering the suggested components for ongoing rejection monitoring in heart transplant recipients • The recommendation proposes monitoring for rejection (with noninvasive biomarkers or biopsy) monthly during the first six months post transplant, as well as testing in the 9th and 12th months post transplant (or 8 tests in the first year) • Independent, academically - led, prospective, multi - center, biopsy - matched study with >150 heart transplant recipients and >450 plasma samples followed up to 3.5 years post - transplant at 7 clinical sites • Study submitted for publication • Follows Prospera Heart clinical validation study (DEDUCE), published in April 2022 2 7 1. Velleca A, Shullo MA, Dhital K, et al. The International Society for Heart and Lung Transplantation (ISHLT) Guidelines for th e C are of Heart Transplant Recipients. J Heart Lung Transplant. 2022. https://doi.org/10.1016/j.healun.2022.10.015. 2. Kim PJ, Olymbios M, Siu A, et al. A novel donor - derived cell - free DNA assay for the detection of acute rejection in heart transp lantation. J Heart Lung Transplant. 2022;41(7):919 - 927. doi:10.1016/j.healun.2022.04.002

Not for reproduction or further distribution. Renasight – Key study readout coming in H1 23 Key Metrics for RenaCARE study RenaCARE Study for Renasight • Real - world, prospective, multi - center study to assess clinical utility of the Renasight genetic testing panel for patients with chronic kidney disease (CKD) • The study aims to demonstrate how Renasight genetic findings impact the clinical management of patient care and patient outcomes • Completed enrollment in August with more than 1,600 patients across 30+ sites • Publication expected in H1 23 8 Source: internal company data • Diagnostic utility – focused on the number of CKD cases with positive genetic findings • Clinical utility – focused on the number of patients that had changes in clinical management and treatment

Not for reproduction or further distribution. Renasight clinical actionability in CKD – comparison with hereditary cancer market 9 1. Samadder , N Jewel et al. “Comparison of Universal Genetic Testing vs Guideline - Directed Targeted Testing for Patients With Hereditary Ca ncer Syndrome.” JAMA oncology vol. 7,2 (2021): 230 - 237. doi:10.1001/jamaoncol.2020.6252 [>1M] newly diagnosed patients with CKD US Hereditary Cancer Market 13.3% of cancer of patients have a pathogenic germline variant (PGV) 1 Clinical Actionability 28.2% of patients with high penetrance PGV had treatment modifications 1 US CKD Market ?% of CKD of patients have a pathogenic germline variant Clinical Actionability ?% of patients have treatment modifications based on germline findings

Not for reproduction or further distribution. Oncology – Robust volume growth and commercial traction 3K 18K 76K 196K 2019 2020 2021 2022 158 % Total Oncology Unit Volumes 10 • >30% of US oncologists ordered Signatera in the quarter with continued growth in new accounts • Growth driven by both new patients and serial testing • Increased utilization in CRC, bladder, breast, and IO monitoring

Not for reproduction or further distribution. Commercial Team Market Access / Reimbursement User Experience Data Leadership 40 published peer - reviewed studies, covering thousands of patients and over 25 different cancer types Broad Medicare coverage with CRC, bladder, breast, and pan - cancer IO monitoring ADLT pricing >$3,500 Large, tenured pan - cancer sales and medical affairs team, with multiple physicians on staff, calling on community and academia Mobile phlebotomy, physician portals, fast turnaround, EMR integration, easy to interpret results 11 Oncology commercial strengths

Not for reproduction or further distribution. Building evidence for Signatera clinical validity and utility 12 Signatera published indications CRC Melanoma Breast Multiple Myeloma Pan - cancer IO Gastric Bladder Head & Neck Lung Pancreatic Esophageal Ovarian Merkel Cell Sarcoma 41 posters and 14 oral presentations at oncology conferences during 2022, in addition to the peer - reviewed publications Cumulative growth of Signatera peer - reviewed publications 1 1 4 7 22 39 40 2017 2018 2019 2020 2021 2022 2023 YTD

Not for reproduction or further distribution. CIRCULATE study published as lead article in Nature Medicine 13 • Outcomes analysis of 1,039 patients with Stage II - IV CRC, enrolled into the prospective, multi - site, observational GALAXY arm of CIRCULATE - Japan, with median clinical follow - up of 16.7 months, was published in Nature Medicine • Pre - surgical detection rate of 95.9% in patients with pathologic stage II - III disease and 93.1% in patients with stage II - IV disease 1 • Demonstrated both prognostic and predictive results in CRC − Post - surgery, Signatera - positive patients benefit significantly from adjuvant chemo − Signatera - negative patients do not significantly benefit from adjuvant chemo − Signatera ctDNA clearance is predictive of treatment response 1. Kotani D, Oki E, Nakamura Y, et al. Molecular residual disease and efficacy of adjuvant chemotherapy in patients with colorec tal cancer. Nature Medicine. 2023; https://doi.org/10.1038/s41591 - 022 - 02115 - 4

Not for reproduction or further distribution. Signatera – Medicare coverage for Breast Cancer 14 Local Coverage Determination (LCD) • Received written confirmation from CMS MolDX for coverage of Signatera in breast cancer • Indications include adjuvant and recurrence monitoring in patients with stage IIb or higher breast cancer across all subtypes (HR+, HER2+, and TNBC) Stage IIB or higher estimated total test TAM of ~1M per year 1,2 1. Cancer of the Breast (Female) - Cancer Stat Facts.” SEER, seer.cancer.gov/ statfacts /html/breast.html. Accessed 22 Feb. 2023. 2. Howlader , Nadia et al. “US incidence of breast cancer subtypes defined by joint hormone receptor and HER2 status.” Journal of the National Cancer Institute vol. 106,5 dju055. 28 Apr. 2014, doi:10.1093/ jnci /dju055 MolDX : Minimal Residual Disease for Cancer

Not for reproduction or further distribution. Significant unmet need served by one technology platform and one commercial team 15 Source: Internal estimates Tests per year (M) Current reimbursed indications Covered by Medicare 3.4M

Not for reproduction or further distribution. Signatera pan - cancer clinical pipeline 16 1. Huffman BM, Aushev VN, Budde GL, et al. Analysis of circulating tumor DNA to predict risk of recurrence in patients with esop hag eal and gastric cancers. JCO - Precision Oncology. 2022; 6:e2200420. 2. Azzi G, Tavallai M, Aushev VA, et al. Using Tumor - Informed Circulating Tumor DNA (ctDNA) - Based Testing for Patients with Anal S quamous Cell Carcinoma. The Oncologist. 2022; doi.org/10.1093/oncolo/oyac249 3. Kotani D, Oki E, Nakamura Y, et al. Molecular residual disease and efficacy of adjuvant chemotherapy in patients with colorec tal cancer. Nature Medicine. 2023; https://doi.org/10.1038/s41591 - 022 - 02115 - 4 Source: internal company data Building evidence to change practice guidelines Anticipated near term publications Longer term definitive trials Phase III CIRCULATE Japan (CRC) Phase III CIRCULATE US (CRC) Phase III CDx study (MIBC) Phase III CDx study (TNBC, mBRCA HR+) Phase III studies aim to drive Level 1A evidence • Critical for guideline inclusion and broad clinical adoption in specific tumor types • Investing in the product, evidence, and infrastructure needed for FDA approval Indication Description Patients Plasma time points Gastroesophageal 1 Multi center 295 943 Anal 2 Multi center 251 817 CRC 3 CIRCULATE GALAXY with 18m follow - up >1,000 >7,000 Melanoma Single center >50 >500 CRC Multi center >300 >1,300 Breast EBLIS expanded cohort >175 >1,200 Breast ISPY 2.0 expanded cohort >275 >1,000 Pancreatic Multi center >175 ~500 Accepted

Not for reproduction or further distribution. FY22 financial overview ($ in millions, except for per share data) Balance sheet Dec 3 1 , 2022 Dec 31, 2021 Change Y / Y Cash & Investments 3 $ 898.4 $ 914.5 ($ 16.1 ) UBS Line of Credit $ 80.4 $50.1 $ 30.3 Convertible Senior Notes 4 $ 281.7 $ 280.4 $ 1 . 3 P&L FY22 FY21 Change Product Revenues $ 797.3 $ 580.1 $ 217.2 Licensing and O ther R evenues 1 $ 22.9 $ 45.4 ( $ 22.5) Total Revenues $ 820.2 $ 625.5 $ 194.7 Gross Margin% 2 44. 4 % 4 9.1 % (472 bps ) R&D $ 316.4 $ 264.2 $ 52.2 SG&A $ 588.6 $ 511.0 $ 77.6 Net Loss Per Diluted Share ($ 5 . 57 ) ($ 5.21 ) ( $0. 36) 1. FY21 Licensing and Other Revenues includes non - recurring revenue of $28.6M from Qiagen arrangement in Q1 2021. 2. Gross margin is calculated as gross profit divided by GAAP total revenues. Gross profit is calculated as GAAP total revenues les s GAAP cost of revenues. 3. Cash and investments includes cash and cash equivalents, restricted cash, and short - term investments. 4. This balance reflects net carrying value for the Convertible Senior Notes under ASC 470 - 20 while the gross principal amounts out standing is $287.5 million as of December 31, 2022. 17

Not for reproduction or further distribution. 2023 annual guidance Guide $ (millions) Key drivers Revenue $ 980 – $ 1,000 • Continued volume growth, conservative Women’s Health ASPs, strong Oncology contribution Gross margin % revenue 4 1 % – 4 4 % • Conservative ASP assumptions, strong Oncology growth, completing key COGS improvement projects in 2023 for future leverage SG&A $5 10 – $5 40 • Modest reduction in spend vs. 2022 on mature commercial platforms R&D $3 25 – $3 45 • Focused investments in COGS reduction projects, clinical trials intended to drive guideline adoption Cash burn $3 00 – $ 325 • ~$150M reduction vs. 2022 cash burn 18

Not for reproduction or further distribution. Continued revenue growth while reducing operating expenses 19 $589 $510 - 540 $316 $325 - 345 2022 2023 Guidance SG&A R&D 53 % $905M $860M 1 ($45M) 1. Based on the midpoint of 2023 R&D and SG&A guidance. • Expect cash burn reduction of ~$150M on continued revenue growth and reduction in operating expenses. • With the maturing buildout of our commercial infrastructure, we expect increasing productivity from our Oncology sales team.

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Cover	Feb. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 28, 2023
Entity File Number	001-37478
Entity Registrant Name	Natera, Inc.
Entity Central Index Key	0001604821
Entity Tax Identification Number	01-0894487
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13011 McCallen Pass
Entity Address, Address Line Two	Building A Suite 100
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78753
City Area Code	650
Local Phone Number	980-9190
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NTRA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false