DEF 14A of Natera, Inc., Apr 23, 2026

DEF 14A of Natera, Inc.

Filed Apr 23, 2026 · FY20250001104659-26-047770

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors The following is an overview of our Board of Directors as of April 1, 2026. Our Class II directors are each standing for re-election at our 2026 Annual Meeting. In addition, since Dr. Rubin was appointed by our Board of Directors as a Class I director on March 26, 2026 and not elected by our stockholders, he is standing for election at our 2026 Annual Meeting even though the term for the Class I directors does not expire until 2028. Additional information about each director can be found starting on page 8 of this proxy.

  2. Our Board of Directors

    | Name | Class | Age | Director Since | Independent | Committee Membership | | | Other Public Company Boards | | | | | | | AC | HCC | NCGCC | | | Roy Baynes Director | I | 71 | 2018 | | | | M | 3 | | Monica Bertagnolli* Director | III | 67 | 2025 | | | | M | - | | Roelof F. Botha Lead Independent Director | III | 52 | 2007 | | | | M | 3 | | Rowan Chapman Director | II | 55 | 2019 | | M | C | | - | | Steven Chapman Chief Executive Officer and Director | III | 47 | 2019 | | | | | - | | Gail Marcus Director | I | 69 | 2017 | | M** | | C | - | | Matthew Rabinowitz Co-Founder and Executive Chairman of the Board | III | 53 | 2005 | | | | | - | | Herm Rosenman Director | II | 78 | 2017 | | C** | M | | - | | Eric H. Rubin*** Director | I | 67 | 2026 | | | | M | - | | Jonathan Sheena Co-Founder and Director | II | 53 | 2007 | | | | | - | | Ruth Williams-Brinkley**** Director | I | 73 | 2023 | | | M | | 1 |

  3. Our Board of Directors

    | AC Audit Committee | HCC Human Capital Committee | NCGCC Nominating, Corporate Governance and Compliance Committee | | M Committee Member | C Committee Chair | | | * Dr. Bertagnolli served on our board of directors from November 2020 to August 2022, when she resigned due to her appointment as the director of the National Cancer Institute. She rejoined our board of directors in March 2025 ** Audit committee financial expert *** Dr. Rubin was appointed as a director on March 26, 2026 **** Ms. Williams-Brinkley has indicated her intention to resign from our board of directors and will cease to serve as a director effective as of the close of business on the date of the Annual Meeting | | |

  4. Information Regarding the Nominees and Other Directors

    Information Regarding the Nominees and Other Directors

  5. Nominees for Class II Directors With Terms Expiring in 2026

    Nominees for Class II Directors With Terms Expiring in 2026

  6. Nominees for Class II Directors With Terms Expiring in 2026

    | Rowan Chapman, Ph.D. Director Age: 55 Director Since: 2019 Committees: Human Capital (chair) Audit | Dr. Chapman joined our board of directors in August 2019. Dr. Chapman is a co-founder of and advisor to Initiate Studios, a life sciences incubator, and BEVC, an early-stage investment fund, and is an adjunct lecturer in the department of bioengineering at Stanford University. She also served as chief business officer of Dynamics Special Purpose Corporation from March 2021 to June 2022. Prior to this, she served as head of Johnson & Johnson Innovation, Western North America, Australia and New Zealand from January 2017 to August 2019. Previously, Dr. Chapman held various roles with General Electric Company from 2012 to 2016, including as head of precision diagnostics at GE Healthcare Life Sciences, managing director of New Business Creation at GE Ventures, and head of healthcare investing at GE Ventures. Prior to that, she held operational roles in early and growth-stage startups and was a partner at Mohr Davidow Ventures for over 11 years, gaining extensive experience as a board member and board advisor for a wide variety of technology and data-enabled companies. Dr. Chapman currently serves as a member of the board of a venture capital fund as well as a number of private companies. Dr. Chapman is NACD (National Association of Corporate Directors) Directorship Certified®. Dr. Chapman holds a Bachelor of Arts degree in Biochemistry and a Doctor of Philosophy degree in Biochemistry and Molecular Biology from the University of Cambridge, United Kingdom. Our board of directors believes that Dr. Chapman is qualified to serve as a director based on her business development, operating and investment experience in the healthcare and biopharmaceutical industries. Dr. Chapman currently serves as the chair of our human capital committee and as a member of our audit committee. |

  7. Nominees for Class II Directors With Terms Expiring in 2026

    | Mr. Rosenman has served as a member of our board of directors since February 2017, and served as our Chief Financial Officer from February 2014 to January 2017. Prior to joining our company, he held the position of senior vice president — finance and chief financial officer at Gen-Probe Incorporated, a developer, manufacturer and marketer of diagnostic and screening products using nucleic acid probes, from June 2001 to August 2012, when Gen-Probe was acquired by Hologic, Inc., a developer, manufacturer and supplier of diagnostic products, medical imaging systems, and surgical products. From April 2012 to February 2014, Mr. Rosenman focused on his board memberships. Mr. Rosenman has served on the board of directors of DermTech, a molecular dermatology company, since 2017. Mr. Rosenman also previously served on the board of directors of Oxford Immunotec Global PLC, a commercial-stage diagnostics company, from 2017 to 2021, when the company was acquired by PerkinElmer; Vivus, Inc., a biopharmaceutical company, from 2013 to 2021; as well as Medistem, Inc., a stem cell therapy company, ARYx Therapeutics Inc., a private drug discovery and development company, Infinity Pharmaceuticals, Inc., a drug discovery and development company, and a number of privately held companies. Mr. Rosenman holds a B.B.A. in Accounting and Finance from Pace University and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania. Our board of directors believes that Mr. Rosenman is qualified to serve as a director based on his experience as our chief financial officer, his experience in the biopharmaceutical industry and his experience serving on the boards of directors of other companies. Mr. Rosenman currently serves as the chair of our audit committee and also serves on our human capital committee. | Herm Rosenman Director Age: 78 Director Since: 2017 Committees: Audit (chair) Human Capital |

  8. Nominees for Class II Directors With Terms Expiring in 2026

    | Jonathan Sheena Director Co-Founder Age: 53 Director Since: 2007 | Mr. Sheena is a co-founder of our company, and served as our Chief Technology Officer from 2007 to December 2020. Mr. Sheena has served as a member of our board of directors since 2007. Prior to co-founding our company, Mr. Sheena co-founded PhoneSpots, Inc. (formerly PocketThis, Inc.), a mobile technology company serving mobile carriers worldwide, in 1999. Mr. Sheena held various roles at PhoneSpots, Inc. from June 1999 to December 2007, including vice president of product management and chief technology officer. Mr. Sheena holds a Bachelor of Science in Electrical Engineering and Computer Science, and a Master of Engineering in Electrical Engineering and Computer Science, from the Massachusetts Institute of Technology. Our board of directors believes that Mr. Sheena is qualified to serve as a director based on his experience as our co-founder and Chief Technology Officer, his experience with entrepreneurial companies, and his particular familiarity with technology companies. |

  9. Incumbent Class III Directors With Terms Expiring in 2027

    Incumbent Class III Directors With Terms Expiring in 2027

  10. Incumbent Class III Directors With Terms Expiring in 2027

    | Dr. Bertagnolli previously joined our board of directors in November 2020 and served on our board until August 2022, when she resigned due to her appointment as Director of the National Cancer Institute (NCI). Dr. Bertagnolli rejoined our board of directors in March 2025. Dr. Bertagnolli served as Director of the NCI from October 2022 to November 2023, and as the Director of the National Institutes of Health from November 2023 to January 2025. Dr. Bertagnolli currently serves as the Wilson Professor of Surgery in the field of oncology emerita at Harvard Medical School and as a senior fellow in healthcare policy at the Harvard Kennedy School of Government. Dr. Bertagnolli held various professor of surgery roles at Harvard Medical School from 1999-2022, including professor of surgery in the field of surgical oncology. Dr. Bertagnolli was also an associate surgeon in the Surgical Oncology division at Brigham and Women’s Hospital and Dana-Farber Cancer Institute; she was previously, from 2008-2018, chief of the Surgical Oncology division. Dr. Bertagnolli previously served as chair of the board of directors of the American Society of Clinical Oncology (ASCO) from 2020-2021; as group chair and president of the Alliance for Clinical Trials in Oncology Foundation from 2011-2022; and as chief executive officer of Alliance Foundation Trials, LLC from 2014-2022. In addition, Dr. Bertagnolli served on the board of directors of the American Cancer Society from 2020-2022; Prevent Cancer from 2018-2022; Leap Therapeutics, a biotechnology company, from 2018-2022, Phenomic AI, a private biotechnology company, and on numerous committees and advisory boards. Dr. Bertagnolli holds a BSE in Biochemical Engineering from Princeton University, an M.D. from the University of Utah College of Medicine, and an M.A. in the Science of Medicine from Harvard University. Our board of directors believes that Dr. Bertagnolli is qualified to serve as a director based on her career as a leading oncology researcher and her extensive clinical experience in oncology. Ms. Bertagnolli serves on our nominating, corporate governance and compliance committee. | Monica Bertagnolli, M.D. Director Age: 67 Director Since: 2025 Committees: Nominating, Corporate Governance and Compliance |

  11. Incumbent Class III Directors With Terms Expiring in 2027

    | Roelof Botha Lead Independent Director Age: 52 Director Since: 2007 Committees: Nominating, Corporate Governance and Compliance | Mr. Botha has served as a member of our board of directors since 2007. Mr. Botha is a partner at Sequoia Capital, a venture capital firm, and has been with Sequoia Capital since 2003. From 2000 to 2003, Mr. Botha served in a number of roles at PayPal, Inc., ultimately as the chief financial officer. Mr. Botha currently serves on the board of directors of Block, Inc. (formerly Square, Inc.), a provider of payments, financial and marketing services; MongoDB, Inc., a document-oriented database program developer; Unity, Inc., a 3D and VR content development platform; and a number of private companies. Mr. Botha has previously served on the board of directors of 23andme, a personal genetics company, from September 2017 through September 2024; Bird Global, a last-mile electric vehicle sharing company, from May 2018 through December 2022; and Eventbrite, Inc., an event management and ticketing platform, from October 2009 through June 2022. Mr. Botha holds a Bachelor of Science in Actuarial Science, Economics, and Statistics from the University of Cape Town and an M.B.A. from Stanford University. Our board of directors believes that Mr. Botha is qualified to serve as a director based on his financial and managerial experience, his service on other public and private company boards of directors and his familiarity with technology companies. Mr. Botha is our Lead Independent Director and currently serves on our nominating, corporate governance and compliance committee. |

  12. Incumbent Class III Directors With Terms Expiring in 2027

    | Mr. Chapman has served as a member of our board of directors and as our Chief Executive Officer since January 2019. Before his appointment as CEO, Mr. Chapman held a number of other leadership positions at our company, including Chief Operating Officer. Prior to joining our company in 2010, Mr. Chapman worked at Genzyme Genetics Corp., a biotechnology company. He began his career as a researcher in the department of human genetics at the University of California Los Angeles (UCLA). Mr. Chapman serves on the board of directors for the American Clinical Laboratories Association (ACLA). In 2024 and 2025, he was named one of the top healthcare technology CEOs by Healthcare Technology Report, and in 2024 was named BioTechnology Innovator of the Year by BioTech Breakthrough. Mr. Chapman has also co-authored scientific papers in the areas of reproductive health and organ health. Mr. Chapman holds a Bachelor of Science in Microbiology, Immunology and Molecular Genetics from UCLA. Our board of directors believes that Mr. Chapman is qualified to serve as a director based on his experience in various management and executive roles at our company and his experience in the biotechnology field. | Steven Chapman Director Chief Executive Officer & President Age: 47 Director Since: 2019 |

  13. Incumbent Class III Directors With Terms Expiring in 2027

    | Matthew Rabinowitz, Ph.D Executive Chairman Co-Founder Age: 53 Director Since: 2005 | Dr. Rabinowitz is a co-founder of our company and currently serves as our Executive Chairman. Dr. Rabinowitz served as our Chief Executive Officer from 2005 to January 2019, and has served as a member of our board of directors since 2005. He served as Chairman of our board of directors from May 2015 to January 2019, at which time he assumed the role of Executive Chairman. Prior to co-founding our company, Dr. Rabinowitz served from 2000 to 2003 as chief executive officer and from 2003 to 2007 as chief technology officer of Rosum Corporation, a location services technology company. Dr. Rabinowitz served as a consulting professor at Stanford University from 2004 to 2012 and as visiting faculty in the genetics department of Harvard University from 2018 to 2019. Dr. Rabinowitz has authored over 100 patents and publications in signal processing, machine learning, bio-informatics, and high-throughput genetic testing. He received the Scott Helt Memorial Award from the Institute of Electrical and Electronics Engineers and two companies he founded have received the Technology Pioneer Award from the World Economic Forum. Dr. Rabinowitz was named a Precision Medicine World Congress Luminary for 2025 and R&D Leader of the Year 2024 by R&D World. He currently serves as a member of the board of directors or advisory board of a number of private technology companies. Dr. Rabinowitz holds a Bachelor of Science degree in Engineering and Physics, a Master of Science in Electrical Engineering, and a Ph.D. in Electrical Engineering, from Stanford University. Our board of directors believes that Dr. Rabinowitz is qualified to serve as a director based on his experience as our co-founder and Chief Executive Officer, his board experience, and his experience in the technology industry. |

  14. Incumbent and Nominee for Class I Directors With Terms Expiring in 2028

    Incumbent and Nominee for Class I Directors With Terms Expiring in 2028

  15. Incumbent and Nominee for Class I Directors With Terms Expiring in 2028

    | Dr. Baynes has served as a member of our board of directors since July 2018. Since July 2022, Dr. Baynes has served as executive vice president and chief medical officer of Eikon Therapeutics, Inc., a biotechnology company. Previously, Dr. Baynes served as senior vice president and head of global clinical development at Merck Research Laboratories, the research division of Merck and Co., Inc., beginning in 2013, and as chief medical officer of Merck and Co, Inc., a global healthcare company, beginning in 2016. Prior to joining Merck Research Laboratories, Dr. Baynes served as senior vice president of oncology, inflammation and respiratory therapeutics at Gilead Sciences Inc., a biotechnology company, from 2012 to 2013 and the vice president global development and therapeutic area head hematology oncology at Amgen Inc., a biopharmaceutical company, from 2002 to 2012. Before joining Amgen, Dr. Baynes was the Charles Martin Professor of Cancer Research at the Barbara Ann Karmanos Cancer Institute, a National Cancer Institute-designated Comprehensive Cancer Center, at Wayne State University. Dr. Baynes has served as a director of Travere Therapeutics Inc. (formerly known as Retrophin, Inc.), a biopharmaceutical company, since July 2016; of Aardvark Therapeutics, Inc., a biopharmaceutical company, since December 2024; and of Nurix Therapeutics Inc., a biopharmaceutical company, since February 2025, and previously served as a director of Atara Biotherapeutics, Inc., a biopharmaceutical company, from September 2018 until December 2022. Dr. Baynes also serves as a director of two privately held European biotechnology companies. Dr. Baynes holds an M.D. and a Ph.D. from the University of the Witwatersrand, Johannesburg, South Africa. Our board of directors believes that Dr. Baynes is qualified to serve as a director based on his extensive experience in the biopharmaceutical industry and experience on other public company boards of directors. Dr. Baynes currently serves on our nominating, corporate governance and compliance committee. | Roy Baynes, M.D., Ph.D. Director Age: 71 Director Since: 2018 Committees: Nominating, Corporate Governance and Compliance |

  16. Incumbent and Nominee for Class I Directors With Terms Expiring in 2028

    | Gail Marcus, D.H.A. Director Age: 69 Director Since: 2017 Committees: Nominating, Corporate Governance and Compliance (chair) Audit | Dr. Marcus has served as a member of our board of directors since March 2017. Dr. Marcus is currently an assistant professor of health professions at Hofstra University, and previously served as assistant professor and director of the Global Healthcare Management and Biomedical Informatics programs, and as department chair of the Pharmaceutical Business and Administrative Services program, at the Massachusetts College of Pharmacy and Health Sciences from April 2016 to July 2019. From 2015 to September 2017, Dr. Marcus served as a consultant and practice leader in the healthcare consulting practice of Exceptional Leaders International, a consulting company. From October 2012 to December 2015, Dr. Marcus served as chief executive officer and president of Calloway Laboratories, a provider of clinical toxicology laboratory services. Prior to that, Dr. Marcus held a variety of leadership roles with diagnostics, pharmacy benefit management and managed care companies. Dr. Marcus currently serves on the boards of directors of a number of private companies and non-profit organizations. She previously served on the board of directors of Triple S Management Corp., an insurance holding company, from 2017 to 2022, and served on the Centers for Medicare & Medicaid Services Advisory Panel on Clinical Diagnostic Laboratory Tests from 2015 to 2019. Dr. Marcus also serves on the board of directors of several private biotechnology companies. Dr. Marcus holds a CERT Certificate in Cybersecurity Oversight from the Software Engineering Institute at Carnegie Mellon University. Dr. Marcus holds a Bachelor of Arts in Spanish and Mathematics from Wesleyan University, an M.S.E. in Computer and Information Sciences from the University of Pennsylvania Moore School of Engineering, an M.B.A. from the Wharton School of the University of Pennsylvania, and a Doctorate of Health Administration from the Medical University of South Carolina. Our board of directors believes that Dr. Marcus is qualified to serve as a director based on her financial and managerial experience and service on other boards of directors. Dr. Marcus currently serves as the chair of our nominating, corporate governance and compliance committee and also serves on our audit committee. |

  17. Incumbent and Nominee for Class I Directors With Terms Expiring in 2028

    | Eric H. Rubin joined our board of directors in March 2026. Dr. Rubin is a physician-scientist and biotechnology executive with over 35 years of experience in oncology drug development, initially as a faculty member at the Dana-Farber Cancer Institute, then as a senior leader of the Cancer Institute of New Jersey, where he served as Director of its Investigational Therapeutics Division. From April 2008 to December 2023, Dr. Rubin was at Merck & Co., Inc., where he held roles of increasing responsibility in oncology development, including serving as senior vice president and head of early clinical development for oncology. During his tenure, he contributed to the advancement of multiple oncology programs, including pembrolizumab, other immune checkpoint inhibitors, and targeted therapies. Dr. Rubin has served as a member of the National Cancer Institute and American Cancer Society study sections, as well as on program committees for the American Association of Cancer Research from 2022-2023 and the American Society of Clinical Oncology in 2022. He was a co-chair of the Cancer Steering Committee of the Biomarkers Consortium from 2015-2022, Foundation of the National Institute of Health, and was a member of the National Cancer Moonshot Initiative/Blue Ribbon Panel Working Group on Expanding Clinical Trials. Dr. Rubin received his M.D. from the University of South Florida College of Medicine, and his B.S. in mathematics and biology from Tulane University. Our board of directors believes that Dr. Rubin is qualified to serve as a director based on his career and experience in oncology drug development and professional experience as a biotechnology executive. | Eric H. Rubin, M.D. Director Age: 67 Director Since: 2026 Committees: Nominating, Corporate Governance and Compliance |

  18. Incumbent and Nominee for Class I Directors With Terms Expiring in 2028

    | Ruth Williams-Brinkley Director Age: 74 Director Since: 2023 Committees: Human Capital | Ms. Williams-Brinkley joined our board of directors in March 2023. In January 2024, she formed RWB Advisory Services to focus on consulting and advisory services to healthcare organizations. Until January 2024, Ms. Williams-Brinkley served as regional president of Kaiser Foundation Health Plan of the Mid-Atlantic States, where she oversaw Kaiser Permanente’s care delivery and health plan operations in Washington, D.C., suburban Maryland, Baltimore, and Northern Virginia. Ms. Williams-Brinkley previously served as president of Kaiser Foundation Health Plan and Hospitals of the Northwest from November 2017 to June 2020. Prior to joining Kaiser Permanente, Ms. Williams-Brinkley served as president and chief executive officer of KentuckyOne Health, an affiliate of CommonSpirit Health and Kentucky’s largest integrated health system, from 2011 to 2017; as president and chief executive officer of Carondelet Health Network in Tucson, Arizona, an affiliate of Ascension Health, from 2008 to 2011; as president and chief executive officer of Memorial Health Care System in Chattanooga, Tennessee, an affiliate of CommonSpirit Health, from 2002 to 2008; and as corporate system vice president at CommonSpirit Health from 1998 to 2002. Ms. Williams-Brinkley has served on the board of directors of Travere Therapeutics, Inc., a biopharmaceutical company, since September 2021, and also currently serves on the board of directors of University of Phoenix and a number of not for profit organizations. Previously, she served as a member of the Board of Directors of Results Physiotherapy, a private care delivery company until it was acquired by Upstream Rehabilitation in 2021, and Chattem, Inc. until it was acquired by Sanofi in 2009. Earlier in her career, Ms. Williams-Brinkley held various nursing staff and management roles of increasing responsibility. Ms. Williams-Brinkley holds a Bachelor of Science and a Master of Science in nursing from De Paul University. Our board of directors believes that Ms. Williams-Brinkley is qualified to serve as a director based on her knowledge and extensive professional experience as a healthcare executive. Ms. Williams-Brinkley serves on our human capital committee. |

  19. Incumbent and Nominee for Class I Directors With Terms Expiring in 2028

    See “Corporate Governance” and “Corporate Governance — Director Compensation” below for additional information regarding our board of directors.

  20. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees When considering potential candidates for membership on our board of directors, our nominating, corporate governance and compliance committee considers relevant business and other experience, including the number of additional private and public companies on which such nominee serves, and demonstrated character and judgment, as described in our Policies and Procedures for Director Candidates, which are posted in the Investor Relations—Governance Documents section of our website at http://investor.natera.com. In addition, our nominating, corporate governance and compliance committee considers the current composition of the board of directors in its evaluation of candidates for membership. Our board of directors believes that factors such as range and diversity of expertise, perspective in areas relevant to our business, character, judgment, age, independence, expertise, experience, length of service and other commitments as it relates to each individual board member as well as the board of directors as a whole are important considerations in determining board composition. Our nominating, corporate governance and compliance committee believes that, as a group, the nominees for election at the Annual Meeting complement the overall composition of our board of directors and bring a diverse range of backgrounds, experiences and perspectives to the board of directors’ deliberations. In considering director nominees, our nominating, corporate governance and compliance committee also considers any comments submitted by our stockholders regarding the service of such nominee. The nominating, corporate governance and compliance committee will consider stockholder nominations for directors submitted in accordance with the procedure set forth in our amended and restated bylaws and our Policies and Procedures for Director Candidates, which are each posted in the Investor Relations section of our website at http://investor.natera.com, as further described below under “Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.” There are no differences in the manner in which our nominating, corporate governance and compliance committee evaluates a candidate that is recommended for nomination for membership on our board of directors by a stockholder, as opposed to a candidate that is recommended for nomination for membership on the board of directors by our nominating, corporate governance and compliance committee and our board of directors. Our nominating, corporate governance and compliance committee has not received any stockholder nominations in connection with the Annual Meeting.

  21. Director Compensation

    Director Compensation Our board of directors approves the form and amount of director compensation. Our human capital committee retains the services of Aon to advise it on the structure of our director compensation program and executive officers may make recommendations on the form and amount of director compensation, but the board makes the final decision and is not bound by human capital committee or executive officer recommendations. Pursuant to our non-employee director compensation program, our non-employee directors are entitled to receive an initial equity award upon joining our board of directors, and annual equity awards thereafter. Pursuant to such compensation program, during the year ended December 31, 2025, non-employee directors were each entitled to an annual equity award valued at $355,000, to be granted on or as soon as reasonably practicable following our annual meeting of stockholders. Each such annual equity award vests in full following the completion of 12 months of continuous service as a member of our board of directors following the grant date. Additionally, pursuant to such compensation program, any new non-employee directors are entitled to receive an initial equity award valued at $425,000, to be granted on or as soon as reasonably practicable following the date of such director’s initial election or appointment to our board of directors. Such initial equity award vests in equal annual installments over three years of continuous service following the director’s election to our board of directors. The initial and annual equity awards are granted to our non-employee directors in the form of restricted stock units (RSUs) pursuant to our Equity Plan, with the number of RSUs covered by an award determined based upon the average closing price per share of our common stock in the 30 calendar days prior to the date of grant. Each initial and annual equity award held by a non-employee director will become fully vested if we are subject to a change in control prior to the termination of a director’s service. In addition, as further discussed in “Executive Compensation – Compensation Discussion & Analysis,” our board of directors approved, effective January 1, 2026, an Equity Award Policy pursuant to which the vesting of equity awards are accelerated in the event of the death of a grantee, including a non-employee director. In addition, the lead independent director and the chair of each committee are entitled to receive, in addition to their annual retainers described below, an additional annual equity award valued at $45,000, reflecting the significantly higher workload and time commitment of these directors. Each such additional annual equity award is granted after completion of the first quarter of each year in the form of RSUs, with the number of RSUs determined based upon the average closing price per share of our common stock in the 30 calendar days prior to the date of grant. Such additional annual equity award is vested as to 1/4th of the RSUs upon grant, with the remainder vesting in equal quarterly installments over nine months of continuous service as a member of our board of directors thereafter. In addition, during the year ended December 31, 2025, each non-employee director was entitled to receive compensation for his or her service on our board of directors and committees thereof consisting of an annual retainer, payable quarterly, in arrears, as set forth in the following table.

  22. Director Compensation

    | Position | Retainer ($) | | Board Member | 60,000 | | Lead Independent Director | 40,000 | | Audit Committee Chair | 25,000 | | Human Capital Committee Chair | 20,000 | | Nominating, Corporate Governance and Compliance Committee Chair | 15,000 | | Audit Committee Member | 12,500 | | Human Capital Committee Member | 10,000 | | Nominating, Corporate Governance and Compliance Committee Member | 7,500 | | Audit Committee Observer | 7,500 |

  23. Director Compensation

    Prior to a June 2025 amendment to our non-employee director compensation program, the annual retainers were paid to our non-employee directors in cash. Effective beginning in June 2025, each non-employee director’s annual retainer was paid in the form of fully vested RSUs, with such grants subject to the director’s continuous service on the date of grant. Prior to the June 2025 amendment, each non-employee director could elect to receive all or a portion of his or her annual cash retainer(s) in the form of fully vested RSUs. The annual retainer RSUs were prior to the amendment, and currently are, granted with an aggregate grant date fair value equal to the elected cash amount that otherwise would have been payable for such quarter. The number of shares subject to such RSUs are computed based on the average closing price per share of the Company’s Common Stock in the 30 days prior to the grant date. For the quarter ended March 31, 2025, each of Drs. Baynes and Healy and Messrs. Botha and Rosenman received RSUs in lieu of their respective cash retainers. Drs. Chapman and Marcus and Ms. Williams-Brinkley elected to receive their respective retainers entirely in cash. Under the Equity Plan, the aggregate grant date fair value of awards granted to a non-employee director, together with the value of any cash compensation paid to such non-employee director, may not exceed $900,000 in any one fiscal year of the Company, except that the limitation in the fiscal year in which such non-employee director is initially appointed or elected to our board of directors may not exceed $1,250,000. We have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings. The following table sets forth information about the compensation for service during the year ended December 31, 2025 of each of the non-employee members of our board of directors who served as a director during such year. A non-employee director is a director who is not employed by us and who does not receive compensation from us or have a business relationship with us that would require disclosure under certain SEC rules. Other than as set forth in the table and described more fully below, we did not pay any fees to, make any equity awards or non-equity awards to or pay any other compensation to the non-employee members of our board of directors for service during the year ended December 31, 2025. None of our employees who also served as members of our board of directors are included in the table below as such individuals did not receive any compensation from us for service as a director during the year ended December 31, 2025.

  24. Director Compensation

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2)(3) | ($) | | Roy Baynes | 17,840 | 409,620 | 427,459 | | Monica Bertagnolli | 4,688 | 463,797 | 468,484 | | Roelof Botha | 28,451 | 485,013 | 513,465 | | Rowan Chapman | 23,125 | 474,035 | 497,160 | | James Healy | 21,838 | — | 21,838 | | Gail Marcus | 21,875 | 470,145 | 492,020 | | Herm Rosenman | 25,222 | 475,849 | 501,070 | | Ruth Williams-Brinkley | 17,500 | 411,665 | 429,165 |

  25. Director Compensation

    | (1) The amounts shown in this column represent the aggregate amounts of all fees earned, or paid, in cash for services as a director in 2025 as described above. Drs. Baynes and Healy and Messrs. Botha and Rosenman received fully vested RSUs in lieu of all of their respective cash retainers for Q1, prior to the June 2025 amendment to our non-employee director compensation program, after which all retainers previously paid in cash were paid in fully vested RSUs. The following table summarizes the number of fully-vested RSUs granted to our non-employee directors in lieu of cash retainers for our fiscal year 2025 and includes the grant date fair value (computed in accordance with FASB ASC Topic 718) of each such award. |

  26. Director Compensation

    | | Date of | Type of | Number of Shares | Grant Date Fair Value | | Name | Grant | Award | Subject to Award | of Award ($) | | Roy Baynes | 4/25/2025 | RSUs | 116 | 17,840 | | Roelof Botha | 4/25/2025 | RSUs | 185 | 28,451 | | James Healy* | 4/25/2025 | RSUs | 142 | 21,838 | | Herm Rosenman | 4/25/2025 | RSUs | 164 | 25,222 |

  27. Director Compensation

    | (2) The amounts in this column include the aggregate grant date fair value of stock awards granted during the year ended December 31, 2025, computed in accordance with FASB ASC Topic 718 (other than with respect to those stock awards described under footnote (1) above). See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed on February 27, 2026, for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards. |

  28. Director Compensation

    | (3) As of December 31, 2025, our non-employee directors held the following numbers of outstanding RSUs and options to purchase shares of our common stock: |

  29. Director Compensation

    | Name | RSUs | Options | | Roy Baynes | 2,143 | 6,869 | | Monica Bertagnolli | 4,061 | — | | Roelof Botha | 2,143 | 14,778 | | Rowan Chapman | 2,143 | 21,035 | | Gail Marcus | 2,143 | 24,287 | | Herm Rosenman | 2,143 | 69,348 | | Ruth Williams-Brinkley | 2,143 | 11,830 |

  30. I.Executive Summary

    2025 Say-on-Pay Vote At the 2025 annual meeting of stockholders, our stockholders approved the compensation of our NEOs on an advisory basis, with approximately 95.8% of the votes cast “For” such approval. Our human capital committee viewed the approval by stockholders of the executive compensation program at such a strong level as evidence that a substantial majority of stockholders are aligned with our executive compensation program. Our management continues to engage regularly in dialogue with our stockholders, as they feel that direct stockholder engagement is a critical process for receiving and understanding feedback on subjects that matter most to them. 2025 Target Pay Mix For our NEOs, the 2025 target pay mix reflects the human capital committee’s executive compensation philosophy (as discussed below) by emphasizing both short- and long-term incentives and objectives. The human capital committee allocated the compensation of our NEOs among base salary, target annual cash incentives, and long-term equity incentives in the form of both performance-based RSUs (PSUs) and time-based RSUs. The values and allocations were determined by the human capital committee with reference to the allocations among such elements at our compensation peer group companies, taking into consideration our philosophy of emphasizing long-term incentives over cash compensation.

  31. II. Compensation Philosophy and Objectives

    II. Compensation Philosophy and Objectives The primary objectives of our executive compensation program are to: Reward the achievement of specified performance goals (pay for performance): Our human capital committee has designed our executive compensation program to include both cash and equity incentives tied to performance goals to motivate our executive officers to achieve key business objectives by tying the value of the compensation they receive to our performance relative to these business objectives. Align our executive officers’ interests with those of our stockholders through long-term incentives linked to revenue growth and enhancement of stockholder value that also facilitate executive retention: Our human capital committee uses equity for long-term incentive opportunities in order to motivate and reward executive officers to (i) deliver sustained long-term value to stockholders and (ii) achieve multiyear strategic goals, such as revenue growth. Our human capital committee believes using equity based on a mix of time- and performance-based goals creates strong alignment between the interests of our executive officers and those of our stockholders. Attract, retain and motivate superior executive talent with market competitive compensation: We must compete for executive talent in the fiercely competitive biopharmaceutical and technology industries, particularly in Austin, Texas and Silicon Valley, California. We seek high-caliber executive officers and managers who have diverse experience, expertise, capabilities and backgrounds to manage our business and carry out our strategy. Our human capital committee references the amounts and structures of compensation received by executive officers of the companies in our compensation peer group and in industry surveys in connection with recruiting our executive officers and determining competitive pay levels. Compensation Program Governance Our human capital committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:

  32. III. Compensation Determination Process

    III. Compensation Determination Process Role of the Human Capital Committee Pursuant to its charter, our human capital committee was established by our board of directors to assist with its oversight of the forms and amounts of compensation for our CEO and our other executive officers. Specifically, our human capital committee reviews annually and determines the appropriate compensation levels for our CEO and Executive Chairman and, in consultation with our CEO, our other executive officers, including base salaries, cash and equity-based incentive compensation, and employment or severance or change in control agreements. Our human capital committee establishes annual corporate goals and objectives for our CEO and other executive officers, in consultation with our management, and evaluates performance against such goals. Such goals and objectives also form the framework for the incentive compensation program applicable to our employee population at large. Our human capital committee also administers our incentive plans for employees and other service providers, including our equity incentive plans, although it has delegated to our CEO and CFO joint authority to approve certain equity award grants and modifications (other than to our directors and executive officers) within established and specified guidelines and limitations. Finally, our human capital committee recommends to our board of directors for its approval the form and amount of compensation to be paid to the non-employee members of our board of directors. Our human capital committee believes that the total compensation paid to our executive officers should be fair, reasonable and competitive, and that a significant portion of the total compensation should be tied to our annual and long-term performance. Role of the Independent Compensation Consultant Our human capital committee believes it is useful to obtain independent, objective expertise and counsel in connection with fulfilling its duties, and has the authority to retain an independent compensation consultant to assist it in carrying out its responsibilities and duties. Our human capital committee retained Aon’s Talent practice, a division of Aon plc (Aon), as its independent compensation consultant for 2025 compensation decisions. Aon reports directly to our human capital committee, and our human capital committee has the sole authority to retain, terminate and obtain the advice of Aon at our expense. For 2025, Aon reviewed and advised on all principal aspects of our executive and non-executive compensation programs, including:

  33. III. Compensation Determination Process

    | ● | assisting in developing a peer group of publicly traded companies to help assess our compensation programs; |

  34. III. Compensation Determination Process

    | ● | assisting in developing a competitive compensation strategy and consistent executive and non-executive compensation assessment practices relevant to a public company, including review and recommendation of our performance-based cash and equity-based incentive programs, as well as our equity strategy |

  35. III. Compensation Determination Process

    When making decisions about our executive compensation program, while our human capital committee takes into consideration the review and recommendations of Aon, ultimately our human capital committee makes its own independent decisions in determining our executives’ compensation. Pursuant to SEC and Nasdaq rules, our human capital committee assessed the independence of Aon. Our human capital committee considered each of the factors set forth by the SEC and Nasdaq with respect to a compensation consultant’s independence in doing so. Fees paid to Aon during 2025 for services related to recommending the amount and form of executive and director compensation were approximately $473,911. Our management made the decision to engage Aon for these services separate from our human capital committee’s decision to engage Aon. In total, fees paid to Aon during 2025 for services not related to Aon’s work with our human capital committee, such as general employee health and benefits work, were approximately $198,133. Our human capital committee also considered the nature and amount of work performed for it and the fees paid for those services in relation to the firm’s total revenues. Our human capital committee concluded that Aon was independent and that there were no conflicts of interest on the basis of its consideration of the foregoing and other relevant factors. Compensation Peer Groups and Peer Selection Process Relevant market and benchmark data provide a solid reference point and helpful context for making executive compensation decisions. When making decisions about the structure and component mix in designing our executive compensation program, our human capital committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of comparable peer companies, as derived from public filings and other sources. With the assistance of Aon, our human capital committee developed a compensation peer group using the following criteria: life sciences industry in major technology / biotechnology geographical hubs, with an emphasis on companies in the genetic testing / bioinformatics space, with revenues of $520 million to $4.65 billion and market capitalization of $4.5 billion to $40 billion, in an effort to maximize the appropriateness and thus usefulness of the compensation peer group. These parameters increased in absolute terms from the prior year largely due to an increase in our market capitalization by approximately 148%. Our human capital committee removed companies in the existing compensation peer group that no longer met the criteria, and added companies that were aligned with the criteria. Specifically, the committee removed New Relic (acquired), and 10x Genomics, iRhythm, Myriad Genetics, NeoGenomics, NovoCure, PTC Therapeutics, QuidelOrtho and Ultragenyx, which no longer met the criteria, and added Alnylam Pharmaceuticals, BeiGene, Illumina, Incyte, Insulet and Revvity. Based on these criteria and considerations, the human capital committee approved a peer group for decisions relating to 2025 executive compensation that consisted of the following companies:

  36. III. Compensation Determination Process

    | | Market Cap | Revenue | | Peer Company Statistics (At the Time of Approval) | ($mm) | ($mm)(1) | | 25th percentile | $6,835.3 | $1,216.5 | | Median | $13,549.1 | $1,979.0 | | 75th percentile | $14,320.7 | $2,525.7 | | Natera, Inc. | $13,468.5 | $1,208.6 | | Natera’s Percentile Rank vs. Peers | 49th %ile | 25th %ile |

  37. IV. Compensation Program Components

    Annual Cash Incentive Plan To focus and incentivize our executives to achieve short-term corporate financial performance objectives and reward performance and our overall success, with the intent ultimately of increasing stockholder value, a portion of each NEO’s compensation is tied to the achievement of our annual goals. Our NEOs are eligible to receive annual cash incentive awards, with the target bonus opportunity determined as a percentage of their base salary. The amount of the payout, if any, under the annual incentive plan is based upon achievement relative to company performance targets, and for NEOs other than our CEO and Executive Chairman, individual performance. The following were the target bonus opportunities of our NEOs in 2025, as a percentage of their respective 2025 base salaries, as well as the relative weighting of company and individual performance for purposes of calculating their annual cash incentive payout.

  38. IV. Compensation Program Components

    | | Target Incentive Bonus | Company Performance | Individual Performance | | NEO | (% of Base Salary) | (%) | (%) | | Steven Chapman | 100 | 100 | — | | Michael Brophy | 55 | 80 | 20 | | John Fesko | 55 | 80 | 20 | | Solomon Moshkevich | 55 | 80 | 20 | | Matthew Rabinowitz | 85 | 100 | — |

  39. IV. Compensation Program Components

    In setting the performance metric levels, our human capital committee chose target goals that it considered rigorous and challenging and that took into account the relevant risks and opportunities, and our business objectives. In particular, our human capital committee reviewed the relevant financial objectives set as a result of the development of the fiscal year budget, considering various risks of achieving specific actions that underlie the targets, the implied performance relative to prior years, and risks associated with various macroeconomic factors. Our human capital committee also set a threshold performance goal for each financial metric below which no payout would be earned for such metric, and maximum payout amounts for each metric. The intent of the threshold performance goal was to help motivate performance for what were considered challenging goals, and to reward efforts that may have resulted in substantial, though not complete, achievement of the metrics. The thresholds and maximums for each metric are set forth in the table in “—Achievement” below. Achievement Based upon a review of our audited financial results and performance for 2025, our human capital committee confirmed achievement of our company performance goals as set forth in the “Metric Achieved” column in the table below, resulting in an overall weighted average payout of 131.1% of such goals.

  40. IV. Compensation Program Components

    | | Relative | | | | | | | | | Weighting | | | | | Achievement | Weighted Payout | | Performance Metric | (%) | Threshold | Target | Maximum | Metric Achieved | (% of target) | (% of target payout) | | Revenue | 55 | $1,600.7 million | $1,883.2 million | $2,165.7 million | $2,306.1 million | 122.5% | 135.0% | | Payout Percentage (% of Target) | | 50% | 100% | 135% | | | | | Product Gross Margin | 35 | 45.6% | 57.0% | 68.4% | 64.7% | 113.6% | 123.8% | | Payout Percentage (% of Target) | | 50% | 100.0% | 135% | | | | | Cash Flow | 10 | $6.4 million | $5.1 million | $3.8 million | $107.6 million | 210.89% | 135.0% | | Payout Percentage (% of target) | | 50% | 100% | 135% | | | | | Payout | | 50% | 100% | 135% | | | 131.1% |

  41. IV. Compensation Program Components

    | | Total | Financial Performance Goals | | | Individual Performance Factor | | | | | | Target* | Target | Achievement | Payout | Target | Achievement | Payout | Total Award | | Executive Officer | Bonus ($) | ($) | (%) | ($) | ($) | (%) | ($) | ($) | | Steven Chapman | 850,000 | 850,000 | 131.1% | 1,114,151 | N/A | N/A | N/A | 1,114,151 | | Michael Brophy | 307,560 | 246,048 | 131.1% | 322,511 | 61,512 | 110% | 67,663 | 390,175 | | John Fesko | 277,156 | 221,725 | 131.1% | 290,629 | 55,431 | 110% | 60,974 | 351,604 | | Solomon Moshkevich | 277,156 | 221,725 | 131.1% | 290,629 | 55,431 | 110% | 60,974 | 351,604 | | Matthew Rabinowitz | 361,250 | 361,250 | 131.1% | 473,514 | N/A | N/A | N/A | 473,514 |

  42. IV. Compensation Program Components

    In March 2026, our human capital committee determined the level of incentive compensation payout for 2025 performance, based on achievement of the company and individual performance elements, in accordance with each NEO’s weighting for each element. Having set the amount, the human capital committee determined to deliver the amounts earned by our overall bonus-eligible employee population, including our NEOs, in the form of fully vested RSUs in order to further align their interests with those of stockholders. The RSUs were granted on March 9, 2026, with the number of RSUs determined based on the Company’s closing price on the Nasdaq Stock Market on March 6, 2026. Long-Term Incentives Long-term equity incentives represent the largest component of the executive compensation program. The long-term incentive opportunity is designed to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders. Our human capital committee has found equity vehicles to be effective in aligning the interests of management, including our NEOs, to company financial and business performance and to the creation of overall stockholder value, and to appropriately reward executives for growing our business. Long-term incentive awards are granted annually as a component of executive compensation; in addition, our human capital committee generally also grants long-term incentive awards to individuals who are promoted to a senior executive position to recognize the increase in the scope of his or her role and responsibilities and to incentivize such individual accordingly, as well as in situations involving a leadership transition, or to newly-hired executive officers. Our human capital committee has committed to structuring the executive compensation program with the aim of avoiding or limiting the need for equity awards beyond those described in the foregoing; any such special equity awards would be granted judiciously and only in rare circumstances as may be warranted, with enhanced disclosure of the rationale for any such grants. We utilize both performance-based and time-based equity awards. Our performance-based equity awards comprise 50% of each NEO’s target equity grant, and vest upon the achievement of specified business goals. Our human capital committee believes that a 50/50 mix of performance-based and time-based awards appropriately balances the incentives of achieving business and operational goals with continued service and retention. These equity incentives are a critical component of our executive compensation program and support a compensation philosophy that emphasizes pay that rewards performance. Because executive officers will generally only receive value from the time-based and performance-based equity awards if they remain employed by us over the required term, long-term equity incentives promote retention and foster an ownership culture among our executive officers, as they are also stockholders with a personal stake in the value they are incentivized to create. In 2025, our NEOs received PSUs complemented by time-based RSUs. The PSUs are based on a three-year performance period. The human capital committee believes that having a longer measurement period motivates performance over the long term to build long-term stockholder value.

  43. IV. Compensation Program Components

    | Equity Vehicle | Vesting Condition | Rationale for Use | | Performance-based equity awards (PSUs), comprising 50% of the annual refresh award | ● 2025-2027 cumulative revenue | Focuses executive leadership team on singular goal of growing top line revenues over the long term and expanding market share to fuel further growth | | Time-based equity awards (RSUs), comprising 50% of the annual refresh award | 4-year period; 25% vests 12 months after the grant date, with the remainder vesting quarterly thereafter | ● Aligns with stockholders ● Promotes retention ● Reinforces an ownership culture and a commitment to our company |

  44. IV. Compensation Program Components

    As noted above, the vesting conditions for the 2025 PSUs were designed to be challenging but achievable. The threshold, target and maximum vesting for the 2025 PSUs are set forth below, and reflect an emphasis on strongly incentivizing achievement above target while rewarding substantial efforts towards the target.

  45. IV. Compensation Program Components

    | Performance Level | Performance Relative to Goal | Vesting / Payout | | | (% of target) | (% of target) | | Threshold | 92.5% | 50% | | Target | 100% | 100% | | Maximum | 107.5% | 200% |

  46. IV. Compensation Program Components

    Target Value for 2025 Awards Our human capital committee establishes the target value of long-term incentive opportunities for each of the NEOs. In determining the value and size of the long-term incentive opportunity, our human capital committee considers:

  47. IV. Compensation Program Components

    | ● | the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at our compensation peer group companies; our human capital committee’s general philosophy is to target a long-term incentive value equal to approximately the 75th percentile of our compensation peer group; |

  48. IV. Compensation Program Components

    | | Grant Value | PSUs | PSUs | RSUs | RSUs | | NEO | ($)(1) | ($)(1) | (#)(2)(3) | ($) | (#)(2) | | Steven Chapman | 12,400,000 | 6,200,000 | 36,682 | 6,200,000 | 36,682 | | Michael Brophy | 4,300,000 | 2,150,000 | 12,720 | 2,150,000 | 12,720 | | John Fesko | 4,000,000 | 2,000,000 | 11,832 | 2,000,000 | 11,832 | | Solomon Moshkevich | 4,300,000 | 2,150,000 | 12,720 | 2,150,000 | 12,720 | | Matthew Rabinowitz | 9,920,000 | 4,960,000 | 29,345 | 4,960,000 | 29,345 |

  49. IV. Compensation Program Components

    | (1) Includes the value of the PSUs at target achievement. The value of the PSUs at maximum achievement is set forth in footnote 1 to the Summary Compensation Table beginning on page 59. |

  50. IV. Compensation Program Components

    | (3) Share numbers represent achievement at 100% of target. The maximum number of shares subject to the PSUs is 200% of the shares included in the table for achievement of the applicable revenue goal at 107.5% of target. |

  51. IV. Compensation Program Components

    Achievement of Performance-Based Equity Awards in 2025 The following is a summary of PSUs and performance-based stock options (PSOs, which were granted prior to 2024 solely to Dr. Rabinowitz in lieu of PSUs) that were outstanding, and with respect to which our human capital committee determined that performance-based metrics were achieved, during 2025.

  52. IV. Compensation Program Components

    | | Award | | | PSUs/PSOs vested | | NEO | Type | Grant Date | Vest Date | (#) | | Steven Chapman | PSU | 01/28/2022 | 01/16/2025 | 54,175(1) | | | PSU | 01/27/2023 | 01/16/2025 | 101,812(2) | | | PSU | 01/27/2023 | 01/14/2026 | 152,718(2) | | Michael Brophy | PSU | 01/28/2022 | 01/16/2025 | 24,338(1) | | | PSU | 01/27/2023 | 01/16/2025 | 39,730(2) | | | PSU | 01/27/2023 | 01/14/2026 | 59,596(2) | | John Fesko | PSU | 01/28/2022 | 01/16/2025 | 13,696(1) | | | PSU | 01/27/2023 | 01/16/2025 | 29,798(2) | | | PSU | 06/10/2022 | 01/16/2025 | 10,822(3) | | | PSU | 10/22/2021 | 02/05/2025 | 1,675(4) | | | PSU | 10/22/2021 | 08/12/2025 | 1,675(4) | | | PSU | 01/27/2023 | 01/14/2026 | 44,698(2) | | Solomon Moshkevich | PSU | 01/28/2022 | 01/16/2025 | 9,130(1) | | | PSU | 01/27/2023 | 01/16/2025 | 29,798(2) | | | PSU | 06/10/2022 | 01/16/2025 | 9,620(3) | | | PSU | 01/28/2022 | 02/05/2025 | 1,522(5) | | | PSU | 10/22/2021 | 02/05/2025 | 1,675(4) | | | PSU | 10/22/2021 | 08/12/2025 | 1,675(4) | | | PSU | 01/27/2023 | 01/14/2026 | 44,698(2) | | Matthew Rabinowitz | PSO | 01/28/2022 | 01/16/2025 | 110,000(1) | | | PSO | 01/27/2023 | 01/16/2025 | 122,114(2) | | | PSO | 01/27/2023 | 01/14/2026 | 183,172(2) |

  53. IV. Compensation Program Components

    | (1) 100% of the total award (PSOs or PSUs, as applicable) was eligible to vest upon our achievement of an annual revenue goal of $1.1 billion, in each case within four years of the grant date and subject to continued service through the date achievement is certified by the Company. The annual revenue goal was certified as achieved with respect to the year ended December 31, 2024 and all of the PSUs vested on January 16, 2025. |

  54. IV. Compensation Program Components

    | (2) 40% of the total award (PSOs or PSUs, as applicable) was eligible to vest upon our achievement of a two-year cumulative revenue goal of $2.1357 billion and 60% of the total award was eligible to vest upon our achievement of a three-year cumulative revenue goal of $3.4419 billion on or prior to the performance period end date of December 31, 2025, subject in each case to continued service through the date achievement is certified by the Company. The two-year cumulative revenue goal was certified as achieved at the maximum level and 40% of the award vested at 200% on January 16, 2025, and the three year cumulative revenue goal was certified as achieved at the maximum level and 60% of the award vested at 200% on January 14, 2026. |

  55. IV. Compensation Program Components

    | (3) 25% of the total PSUs granted were eligible to vest upon our achievement of a cash burn goal of $300 million, and 75% of the PSUs granted were eligible to vest upon our achievement of an annual revenue goal of $1.1 billion, in each case within four years of the grant date and subject to continued service through the date achievement is certified by the Company. The cash burn goal was certified as |

  56. IV. Compensation Program Components

    achieved with respect to the year ended December 31, 2023 and 25% of the PSUs vested. The annual revenue goal was certified as achieved with respect to the year ended December 31, 2024 and the remaining 75% of the PSUs vested on January 16, 2025.

  57. IV. Compensation Program Components

    | (4) 16.75% of the total award was eligible to vest upon achievement of the clinical launch of a tissue-free molecular residual disease test for colorectal cancer; this goal was certified as achieved and 16.75% of the PSUs vested on February 5, 2025. 16.75% of the total award was eligible to vest upon achievement of the launch of our Signatera exome test on an updated sequencer; this goal was certified as achieved and 16.75% of the PSUs vested on August 12, 2025. |

  58. IV. Compensation Program Components

    Other Elements of Compensation Retirement Benefits We have established a 401(k) tax-deferred savings plan, which permits participants, including our NEOs, to make contributions by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. We are responsible for administrative costs of the 401(k) plan. We match contributions made by our employees, including our NEOs, to the 401(k) plan in an amount equal to 50% of the employee’s contribution, up to 6% of the employee’s compensation (comprising base salary and bonus) and subject to other limitations under applicable laws. For all employees hired on or after January 1, 2015, matching contributions vest 25% after the first full year of service, 50% after the second full year of service, 75% after the third full year of service, and 100% after the fourth full year of service. Matching contributions are fully vested for all employees hired before January 1, 2015. As of the date of this proxy statement, matching contributions are fully vested for all of our NEOs. Health and Welfare Benefits; Perquisites Our NEOs are eligible to participate in our health and welfare plans to the same extent as are all full-time employees generally. Benefits offered to our NEOs serve a different purpose than do the other elements of total compensation. In general, they are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death. Our NEOs do not receive any perquisites or other personal benefits. Change in Control and Severance Arrangements As further described immediately below and in “Severance and Change in Control Benefits” further below, we believe that the possibility of a change in control creates uncertainty for our officers regarding their continued employment because such transactions frequently result in senior management changes. Change in control protections help to alleviate concerns of our officers regarding the possible occurrence of such a transaction, allowing them to focus their attention on our business. In addition, these protections encourage executives to remain with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction. We also believe that protection against an involuntary termination (even outside of the change in control context) helps us remain competitive given the challenge of recruiting qualified individuals to fill our senior executive roles. Pursuant to our employment agreement amendments entered into in 2024 with each of our CEO and our Executive Chair and our executive severance plan, which was adopted in 2024, if we terminate the employment of such executive for reasons other than good cause (including such executive’s death or permanent disability), or if such executive resigns for certain good reasons, then he will be eligible to receive certain cash severance and other benefits and accelerated vesting of equity or equity-based awards, with such benefits enhanced if such involuntary termination occurs in connection with our change in control. Generally, such benefits are contingent on execution of a general release of claims by the officer. We have not provided any excise tax gross-ups to any of our NEOs in the event of a change in control. Additional details regarding these severance arrangements are provided under “Severance and Change in Control Benefits” below. Certain Developments Following the End of Our 2025 Fiscal Year In January 2026, as part of its annual review of executive compensation, our human capital committee approved the following base salaries, annual target cash incentive bonus opportunities, and relative weighting of company and individual performance, for our NEOs. The “2026 Base Salary” column in the table below reflects each executive officer’s base salary effective as of January 1, 2026.

  59. V.Additional Compensation Policies and Practices

    Individuals covered by our stock ownership policy are expected to attain the applicable target ownership within five years of the later of (i) policy adoption, (ii) promotion (where a new guideline applies), or (iii) joining the Company or board of directors, as applicable. The following are included for purposes of calculating stock ownership: (i) shares of common stock that are owned outright and not subject to vesting conditions, (ii) shares of common stock that are held through any company-sponsored plan, such as a qualified retirement plan, and (iii) 50% of the net value of vested and exercisable stock options. All of our NEOs and directors were in compliance with our stock ownership policy in 2025. Clawback Policy We have adopted a Clawback Policy to provide for the recovery of certain incentive compensation in the event of an accounting restatement and to comply with the clawback rules found in 17 C.F.R. Section 240.10D and the related Nasdaq Listing Rules. A copy of our Clawback Policy and any amendments has been filed as an exhibit to our annual report on Form 10-K. Risk Analysis of Our Compensation Plans Our management assesses and discusses with our human capital committee our compensation policies and practices for our employees as they relate to our risk management. Based on this assessment, we do not believe that any risks arise from such policies and practices that are reasonably likely to have a material adverse effect on us now or in the future. Equity Award Policy Effective January 1, 2026, we have adopted a policy pursuant to which the vesting of equity awards are accelerated in the event of the death of the grantee. Our Equity Award Policy provides, upon the death of the grantee, full vesting of time-based equity awards and pro rata vesting of performance-based equity awards. Equity Grant Practices Our human capital committee does not grant stock options to employees, including executive officers, during periods in which there is material nonpublic information about our Company, including (1) outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (2) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. Further, during 2025, our human capital committee did not grant any stock options to our employees, executive officers, or other service providers. The human capital committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Equity awards may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Under the terms of our Equity Plan, pursuant to which new equity awards are granted, the exercise price of any option to purchase shares of our common stock awarded under the Equity Plan must be equal to at least 100% of the fair market value of our common stock (which is determined based on the closing sales price of our common stock on the Nasdaq Global Select Market) on the date of grant. Grants of equity awards to our executive officers are generally determined and approved at our pre-scheduled quarterly human capital committee meetings whenever practicable, and the awards are granted in accordance with our equity grant policies and processes. In addition, our human capital committee approves the annual equity refresh grants, including performance-based awards, in the first quarter of each year. However, our human capital committee may otherwise approve the grant of equity awards outside of a pre-scheduled meeting in connection with a new hire, promotion, and other circumstances where our human capital committee deems it appropriate to make such grants. Tax Considerations: Section 162(m) When reviewing compensation matters, our human capital committee considers the anticipated tax consequences to us (and, when relevant, to our executive officers) of the various payments under our compensation programs. Section 162(m) of the Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million in any taxable year to certain executive officers. Our human capital committee, after considering the potential impact of the application of Section 162(m) of the Code, may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of us and our stockholders. Accounting for Stock-Based Compensation We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (ASC Topic 718), for our stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of stock options and both performance-based and time-based RSUs under our equity incentive award plans are accounted for under ASC Topic 718. Our board of directors or its human capital committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, our human capital committee may revise certain programs to appropriately align accounting expenses of equity awards with the overall executive compensation philosophy and objectives.

  60. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation for services rendered during the years ended December 31, 2023, 2024 and 2025 by our Chief Executive Officer, Chief Financial Officer and our three other executive officers as of December 31, 2025, whom we refer to as our named executive officers or NEOs.

  61. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | Stock | Option | Incentive Plan | All Other | | | Name and Principal | | Salary | Awards | Awards | Compensation | Compensation | Total | | Position | Year | ($) | ($)(1) | ($)(1) | ($)(2) | ($)(3) | ($) | | Steven Chapman | 2025 | 853,710 | 12,979,558 | — | 1,114,151 | 9,900 | 14,957,319 | | Chief Executive Officer and President | 2024 | 799,948 | 11,284,474 | — | 938,352 | 9,900 | 13,032,674 | | | 2023 | 751,052 | 11,133,142 | — | 833,793 | 9,900 | 12,727,887 | | Michael Brophy | 2025 | 562,794 | 4,500,844 | — | 390,175 | 6,209 | 5,460,022 | | Chief Financial Officer | 2024 | 493,254 | 4,103,350 | — | 284,521 | 6,209 | 4,887,334 | | | 2023 | 465,293 | 4,344,607 | — | 252,598 | 6,727 | 5,069,225 | | John Fesko(4) | 2025 | 504,652 | 4,186,634 | — | 351,604 | 9,900 | 5,052,790 | | President, Chief Business Officer | 2024 | 490,032 | 4,103,350 | — | 285,574 | 9,900 | 4,888,856 | | Solomon Moshkevich(4) | 2025 | 504,652 | 4,500,844 | — | 351,604 | 9,900 | 5,367,000 | | President, Clinical Diagnostics | 2024 | 490,032 | 4,103,350 | — | 285,574 | 9,900 | 4,888,856 | | Matthew Rabinowitz | 2025 | 426,434 | 10,383,434 | — | 473,514 | — | 11,283,382 | | Executive Chairman | 2024 | 401,484 | 9,027,579 | — | 405,066 | — | 9,834,129 | | | 2023 | 401,484 | — | 8,199,982 | 366,900 | — | 8,968,366 |

  62. Summary Compensation Table

    | (1) Represents the aggregate grant date fair value of equity awards granted to the officer in the applicable fiscal year, computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed on February 27, 2026 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. |

  63. Summary Compensation Table

    In addition to time-based awards granted in January 2025, each of our NEOs was granted a performance-based award, the vesting of which is tied to our achievement of a specified cumulative three-year annual revenue goal, as described in greater detail in the “Long-Term Incentives” section of the “Compensation Discussion and Analysis” section on page 52. In accordance with SEC rules, the grant date fair value of an award subject to a performance condition is based on the probable outcome of the condition at the time of grant. For the performance-based awards granted to our NEOs in January 2025, it was determined at the time the awards were made that achievement was probable at the target level. As a result, for the performance-based awards reflected in the table, the grant date fair value assumes such awards will become eligible to vest at their target level. The following table sets forth the amounts of performance-based awards included in the Stock Awards column, and the grant date fair value of such awards assuming achievement at the maximum level with respect to such awards.

  64. Summary Compensation Table

    | Name | Amount Included in Stock Awards Column for Performance-Based Award ($) | Grant Date Fair Value At Maximum ($) | | Steven Chapman | 6,489,779 | 12,979,558 | | Michael Brophy | 2,250,422 | 4,500,844 | | John Fesko | 2,093,317 | 4,186,634 | | Solomon Moshkevich | 2,250,422 | 4,500,844 | | Matthew Rabinowitz | 5,191,717 | 10,383,434 |

  65. Summary Compensation Table

    | (2) Represents amounts earned pursuant to our Management Cash Incentive Plan. The amounts earned by the NEOs were paid in the form of fully vested RSUs. |

  66. Summary Compensation Table

    | (3) Represents Company matching contributions made to the executive officer’s 401(k) account. |

  67. Summary Compensation Table

    | (4) The executive officer was employed by us but was not one of our named executive officers in 2023. Accordingly, compensation information is only provided for 2024 and 2025. |

  68. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information regarding each plan-based award granted to our named executive officers during the fiscal year ended December 31, 2025. Except as otherwise indicated in the footnotes to the table below, all of the following awards were made under our Equity Plan. For a description of the acceleration of vesting provisions applicable to the stock options and stock units granted to our named executive officers, see the section of this proxy statement entitled “Severance and Change in Control Benefits.”

  69. 2025 Grants of Plan-Based Awards

    | | | | | | | | | | All Other | | | | | | | | | | | | Stock | Grant Date | | | | | | | | | | | Award: | Fair Value | | | | Date of | Estimated Future Payouts Under | | | Estimated Future | | | Number of | of Stock | | | | Board or | Non-Equity Incentive Plan | | | Payouts Under Equity | | | Shares of | and | | | | Compensation | Awards(2) | | | Incentive Plan Awards | | | Stock or | Option | | | Grant | Committee | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Date | Approval(1) | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($)(3) | | Steven Chapman | N/A | N/A | 425,000 | 850,000 | 1,147,500 | — | — | — | — | — | | | 01/31/2025 | 01/17/2025 | — | — | — | — | — | — | 36,682(4) | 6,489,779 | | | 01/31/2025 | 01/17/2025 | — | — | — | 18,341(5) | 36,682(5) | 73,364(5) | — | 6,489,779(6) | | Michael Brophy | N/A | N/A | 153,780 | 307,560 | 415,206 | — | — | — | — | — | | | 01/31/2025 | 01/17/2025 | — | — | — | — | — | — | 12,720(4) | 2,250,422 | | | 01/31/2025 | 01/17/2025 | — | — | — | 6,360(5) | 12,720(5) | 25,440(5) | — | 2,250,422(6) | | John Fesko | N/A | N/A | 138,578 | 277,156 | 374,161 | — | — | — | — | — | | | 01/31/2025 | 01/17/2025 | — | — | — | — | — | — | 11,832(4) | 2,093,317 | | | 01/31/2025 | 01/17/2025 | — | — | — | 5,916(5) | 11,832(5) | 23,664(5) | — | 2,093,317(6) | | Solomon Moshkevich | N/A | N/A | 138,578 | 277,156 | 374,161 | — | — | — | — | — | | | 01/31/2025 | 01/17/2025 | — | — | — | — | — | — | 12,720(4) | 2,250,422 | | | 01/31/2025 | 01/17/2025 | — | — | — | 6,360(5) | 12,720(5) | 25,440(5) | — | 2,250,422(6) | | Matthew Rabinowitz | N/A | N/A | 180,625 | 361,250 | 487,688 | — | — | — | — | — | | | 01/31/2025 | 01/17/2025 | — | — | — | — | — | — | 29,345 | 5,191,717 | | | 01/31/2025 | 01/17/2025 | — | — | — | 14,673(5) | 29,345(5) | 58,690(5) | — | 5,191,717 |

  70. 2025 Grants of Plan-Based Awards

    | (1) Pursuant to our equity grant policy, as amended, in general equity awards are granted effective as of the next occurring fourth Friday of a calendar month (or, if such date is not a trading day, the first trading day thereafter) following the date of the applicable human capital committee or board of directors meeting or the effective date of a written consent (including e-mail) of our human capital committee or board of directors. |

  71. 2025 Grants of Plan-Based Awards

    | (2) As described in greater detail in “Compensation Discussion and Analysis,” our named executive officers were granted cash incentive bonus opportunities under our 2025 Management Cash Incentive Plan based on achievement during our 2025 fiscal year of company financial performance goals. The amounts shown in the “threshold” column reflect the minimum amount payable if a single goal with the lowest weighting was achieved. The amounts shown in the “target” column reflect the amounts payable if all of the goals were achieved. The amounts shown in the “maximum” column reflect the maximum amount that could be paid, where applicable, for overachievement of the target goal. All amounts shown take into consideration the relative weight of the company financial performance goals, as compared to individual performance, for each executive. |

  72. 2025 Grants of Plan-Based Awards

    On March 9, 2026, our human capital committee confirmed our achievement against the goals, as described in greater detail in “Compensation Discussion and Analysis”.

  73. 2025 Grants of Plan-Based Awards

    | (3) The amounts in this column represent the aggregate grant date fair value of stock awards granted to the officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note 9 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on February 27, 2026, for a discussion of all assumptions made by us in determining the grant date fair values of our equity awards. |

  74. 2025 Grants of Plan-Based Awards

    In accordance with SEC rules, the grant date fair value of an award subject to a performance condition is based on the probable outcome of the condition. For the performance-based awards reflected in the table, grant date fair value assumes such awards will become eligible to vest at their target level.

  75. 2025 Grants of Plan-Based Awards

    | (4) RSUs vest over four years of service from the grant date, with 25% vesting upon completion of one year of service and the remainder in 12 equal quarterly installments thereafter. |

  76. 2025 Grants of Plan-Based Awards

    | (5) PSUs vest upon our achievement of a cumulative annual revenue goal on or prior to the performance period end date of December 31, 2027, subject to continued service through the date of achievement, and as described in further detail in the “Long-Term Incentives” section of “Compensation Discussion and Analysis” beginning on page 52. The number of PSUs reflected in the threshold column reflects achievement of the cumulative annual revenue goal at the threshold level of 95% of target, at which 50% of the target PSUs are eligible to vest. The number of PSUs reflected in the maximum column reflects achievement of the cumulative annual revenue goal at the maximum level of 105% of target, at which 200% of the target PSUs are eligible to vest. |

  77. 2025 Grants of Plan-Based Awards

    | (6) Represents the target level of achievement for the PSUs, which was determined to be the probable level of achievement at the time of grant. The grant date fair value of the award assuming achievement at the maximum level is achieved is set forth in footnote 1 to the Summary Compensation Table beginning on page 59. |

  78. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding each unexercised option and all unvested RSUs held by each of our named executive officers as of December 31, 2025. The number of shares subject to each award and, where applicable, the exercise price per share, reflect all changes as a result of our capitalization adjustments. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.

  79. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | | Stock Awards | | | | | | | | | | | | | | | Equity Incentive | | | | | | | | | | | Equity | Plan | | | | | | | | | | | Incentive | Awards: | | | Equity | | | | | | | | Plan | Market or | | | Incentive | | | | | | | | Awards: | Payout | | | Plan | | | | | | | Market | Number of | Value of | | | Awards: | | | | | | Number | Value of | Unearned | Unearned | | | Number of Securities | Number of | Number of | | | | of Shares | Shares or | Shares, Units | Shares, | | | Underlying | Securities | Securities | | Option | Option | or Units | Units of | or Other | Units or | | | Unearned, | Underlying | Underlying | | Exercise | Expiration | of Stock | Stock That | Rights that | Other Rights | | | Unexercised | Unexercised | Unexercised | | Price | Date | That Have | Have Not | Have Not | that Have | | | Options | Options | Options | | | | Not Vested | Vested(1) | Vested | Not Vested(1) | | Name | (#) | (#) | (#) | | ($) | | (#) | ($) | (#) | ($) | | (a) | (b) | Exercisable (c) | Unexercisable (d) | | (e) | (f) | (g) | (h) | (i) | (j) | | Steven Chapman | — | — | — | | - | — | 3,386(2) | 775,699 | — | — | | | — | — | — | | - | — | 39,771(3) | 9,111,138 | — | — | | | — | — | — | | - | — | 48,499(4) | 11,110,636 | — | — | | | — | — | — | | - | — | 36,682(5) | 8,403,479 | — | — | | | — | — | — | | - | — | 152,718(6) | 34,986,167 | | | | | — | — | — | | - | — | — | — | 86,220(7) | 19,752,140 | | | — | — | — | | - | — | — | — | 36,682(8) | 8,403,479 | | Michael Brophy | — | — | — | | - | — | 1,522(2) | 348,675 | — | — | | | — | — | — | | - | — | 15,520(3) | 3,555,477 | — | — | | | — | — | — | | - | — | 17,636(4) | 4,040,231 | | | | | — | — | — | | - | — | 12,720(5) | 2,914,025 | | | | | — | — | — | | - | — | 59,598(6) | 13,653,306 | | | | | — | — | — | | - | — | | | 31,352(7) | 7,182,430 | | | — | — | — | | - | — | | | 12,720(8) | 2,914,025 | | John Fesko | — | 1,804 | — | | 9.29 | 03/08/2028 | — | — | — | — | | | — | 1,725 | — | | 15.57 | 03/07/2029 | — | — | — | — | | | — | 12,283 | — | | 19.68 | 03/21/2029 | — | — | — | — | | | — | — | — | | - | — | 856(2) | 196,101 | — | — | | | — | — | — | | - | — | 3,607(10) | 826,328 | — | — | | | — | — | — | | - | — | 11,640(3) | 2,666,608 | — | — | | | — | — | — | | - | — | 17,636(4) | 4,040,231 | — | — | | | — | — | — | | - | — | 11,832(5) | 2,710,593 | — | — | | | — | — | — | | - | — | 44,698(6) | 10,239,865 | — | — | | | — | — | — | | - | — | — | — | 40,000(9) | 9,163,600 | | | — | — | — | | - | — | | | 31,352(7) | 7,182,430 | | | — | — | — | | - | — | | | 11,832(8) | 2,710,593 | | Solomon Moshkevich | — | 5,125 | — | | 9.59 | 04/07/2026 | — | — | — | — | | | — | 42,500 | — | | 10.41 | 06/08/2027 | — | — | — | — | | | — | 20,000 | — | | 9.29 | 03/08/2028 | — | — | — | — | | | — | 5,932 | — | | 15.57 | 03/07/2029 | — | — | — | — | | | — | 34,000 | — | | 19.68 | 03/21/2029 | — | — | — | — | | | — | — | — | | - | — | 571(2) | 130,810 | — | — | | | — | — | — | | - | — | 3,206(10) | 734,463 | — | — | | | — | — | — | | - | — | 11,640(3) | 2,666,608 | — | — | | | — | — | — | | - | — | 29,423(11) | 6,740,515 | | | | | — | — | — | | - | — | 17,636(4) | 4,040,231 | — | — | | | — | — | — | | - | — | 12,720(5) | 2,914,025 | — | — | | | — | — | — | | - | — | 44,698(6) | 10,239,865 | | | | | — | — | — | | - | — | — | — | 31,352(8) | 7,182,430 | | | — | — | — | | - | — | | | 12,720(8) | 2,914,025 | | Matthew Rabinowitz | — | 300,000 | — | | 9.59 | 04/07/2026 | — | — | — | — | | | — | 425,000 | — | | 10.41 | 06/08/2027 | — | — | — | — | | | — | 179,820 | — | | 9.29 | 03/08/2028 | — | — | — | — | | | — | 20,180 | — | | 10.29 | 04/12/2028 | — | — | — | — | | | — | 600,000 | — | | 13.04 | 12/27/2028 | — | — | — | — | | | — | 220,000 | — | | 20.27 | 04/11/2029 | — | — | — | — | | | — | 257,000 | — | | 25.46 | 03/26/2030 | — | — | — | — | | | — | 220,000 | — | | 94.14 | 05/27/2031 | — | — | — | — | | | — | 217,708(2) | 2,292 | -2 | 65.47 | 01/27/2032 | — | — | — | — | | | — | 111,301 | 41,342 | (3) | 43.74 | 01/26/2033 | — | — | — | — | | | — | 183,172(6) | — | | 43.74 | 01/26/2033 | — | — | — | — | | | — | — | — | | - | — | 38,799(4) | 8,888,463 | — | — | | | — | — | — | | - | — | 29,345(5) | 6,722,646 | | | | | — | — | — | | - | — | — | — | 68,976(7) | 15,801,712 | | | — | — | — | | - | — | | | 29,345(8) | 6,722,646 |

  80. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Market value is based on the fair market value of our common stock at the close of trading on December 31, 2025, the last trading day of fiscal year 2025, which was $229.09. |

  81. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) As applicable, option vests over four years of continuous service following the vesting commencement date of January 20, 2022, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of January 20, 2022, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter. |

  82. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) As applicable, option vests over four years of continuous service following the vesting commencement date of January 27, 2023, with 25% vesting upon completion of 12 months of service and the remainder in 36 substantially equal monthly installments thereafter; RSUs vest over four years of continuous service following the vesting commencement date of January 27, 2023, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter. |

  83. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) RSUs vest over four years of continuous service following the vesting commencement date of January 26, 2024, with 25% vesting upon completion of 12 months of service and the remainder in 12 substantially equal quarterly installments thereafter. |

  84. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) RSUs vest over four years of continuous service following the vesting commencement date of January 31, 2025, with 25% vesting upon completion of 12 months of service and the remainder in 3 substantially equal annual installments thereafter. |

  85. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Award (option or RSUs, as applicable) was eligible to vest upon the Company’s achievement of a cumulative three-year annual revenue goal on or prior to the performance period end date of December 31, 2026, subject to continued service through the date achievement is certified by the Company. The specified annual revenue goal was achieved as of the end of the performance period, with achievement certified by the Company on January 16, 2026. |

  86. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) RSUs vest upon the Company’s achievement of a cumulative three-year annual revenue goal on or prior to the performance period end date of December 31, 2026, subject to continued service through the date achievement is certified by the Company. The number of RSUs in column (i) and the value of those RSUs in column (j) reflects target performance. |

  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) RSUs vest upon the Company’s achievement of a cumulative three-year annual revenue goal on or prior to the performance period end date of December 31, 2027, subject to continued service through the date achievement is certified by the Company. The number of RSUs in column (i) and the value of those RSUs in column (j) reflects target performance. |

  88. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) RSUs vest in substantially equal tranches upon achievement of specified business milestones, subject to continued service through the dates of achievement. |

  89. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) RSUs vest over four years of continuous service following the vesting commencement date of May 25, 2022, with 25% vesting upon completion of 12 months of service and the remainder in 3 substantially equal annual installments thereafter. |

  90. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (11) 100% of the RSUs vest on September 1, 2026, subject to continuous service through such date. |

  91. Fiscal 2025 Option Exercises and Stock Vested

    Fiscal 2025 Option Exercises and Stock Vested The following table provides information regarding the number of shares each of our named executive officers acquired upon exercise of stock options and the vesting of RSUs during fiscal 2025.

  92. Fiscal 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | shares | Value | shares | Value | | | acquired on | realized on | acquired on | realized on | | | exercise | exercise | vesting | vesting | | Name | (#) | ($)(1) | (#) | ($)(2) | | Steven Chapman | 155,679 | 30,860,248 | 285,045 | 46,851,698 | | Michael Brophy | — | — | 116,974 | 19,254,268 | | John Fesko | — | — | 90,266 | 14,968,727 | | Solomon Moshkevich | 22,376 | 5,190,113 | 84,478 | 14,023,920 | | Matthew Rabinowitz | — | — | 28,759 | 4,570,092 |

  93. Fiscal 2025 Option Exercises and Stock Vested

    | (1) Computed in accordance with Securities and Exchange Commission rules based on the excess of the fair market value of our common stock on the exercise date over the exercise price per share of our common stock multiplied by the number of options exercised and does not necessarily reflect proceeds received by the officer. |

  94. Fiscal 2025 Option Exercises and Stock Vested

    | (2) Computed in accordance with Securities and Exchange Commission rules based on the fair market value of our common stock on the vesting date multiplied by the number of units vested and does not necessarily reflect proceeds received by the officer. |

  95. CEO Pay Ratio

    CEO Pay Ratio The following is a discussion regarding the ratio of the annual total compensation of Mr. Chapman, our CEO and principal executive officer, to our median employee’s annual total compensation, for 2025. We have opted to identify our median employee for 2025 based on our employee population as of October 1, 2025, as described below. The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. Because the SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. Neither our human capital committee nor our management use our pay ratio to make compensation decisions. For purposes of identifying our “median employee,” we used our employee population as of October 1, 2025 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Four employees located in Canada and three employees located in Japan were excluded from the calculation under the de minimis exception provided in Item 402(u) of Regulation S-K, resulting in a total of 5,978 U.S. employees. To identify the median employee, we used the following methodology and consistently applied material assumptions, adjustments, and estimates:

  96. CEO Pay Ratio

    | ● | We calculated the 2025 annual total compensation of each employee, excluding Mr. Chapman, as the sum of (1) annual base salary for permanent salaried employees, or hourly rate multiplied by expected annual work schedule for hourly employees; (2) target annual cash incentive compensation, if applicable; and (3) grant date fair value of equity awards granted during the year. |

  97. CEO Pay Ratio

    | ● | In identifying the median employee, we annualized the compensation values of individuals that joined our Company during 2025, through the determination date. |

  98. CEO Pay Ratio

    We calculated the annual total compensation for fiscal 2025 for our median employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For fiscal 2025, the annual total compensation for Mr. Chapman and our median employee was $14,957,319 and $148,726, respectively. Accordingly, the resulting ratio of the two amounts is approximately 101 to 1. We believe the pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules based on our internal payroll and employment records and the methodology described above.

  99. Pay-Versus-Performance

    | (2) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal years 2025 and 2024, which consisted solely of adjustments to the PEO’s equity awards: |

  100. Pay-Versus-Performance

    | (4) In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid on average to our non-PEO NEOs during fiscal years 2025 and 2024, which consisted solely of adjustments to the non-PEO NEOs’ equity awards: |

  101. Compensation Actually Paid and Total Stockholder Return

    Compensation Actually Paid and Total Stockholder Return The following graph illustrates the relationship between the PEO and average non-PEO NEO “compensation actually paid” (CAP), total compensation from the Summary Compensation Table (SCT), our cumulative Total Stockholder Return (TSR,) and the TSR of the NASDAQ Biotechnology Index, assuming an initial fixed investment of $100, for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025. The SCT total compensation of our PEO and the average SCT total compensation of our non-PEO NEOs, each as disclosed in the table above, are included in the following graph as supplemental disclosures for each of the periods presented. As detailed in the table above, the CAP calculations include equity adjustments that reflect equity granted over a span of eight years of service prior to, as well as during, the reported fiscal years. A significant portion of our NEOs’ compensation consists of equity awards. As a result, the change between the values disclosed in our SCT and CAP tends to be directionally aligned with changes in our TSR. Our five-year TSR for the fiscal years 2021 through 2025 is 130.19%.

  102. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and our net income (loss) for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025. While we are required by SEC rules to disclose the relationship between our net income and CAP to our NEOs, our company strategy has historically focused on prioritizing rapid revenue growth and investments to support future profitability. As a result, net income is historically not a metric our human capital committee uses in evaluating our NEOs’ compensation. Progressing towards profitability and future net income generation has, however, been a key objective as we continue to mature as a company. For example, in 2022 we set a corporate goal to reach cash flow breakeven in a quarter by the end of 2024, and not only did we achieve that goal in the first quarter of 2024, we also generated positive cash flow for each of the full years ended December 31, 2024 and 2025.

  103. Compensation Actually Paid and Total Revenue

    Compensation Actually Paid and Total Revenue The following graph reflects the relationship between the PEO and average non-PEO NEO CAP and our total revenue for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025. Our human capital committee views our revenue as an important metric by which to evaluate and measure our performance, and therefore executive performance. As such, total revenue is one of three company financial metrics under our annual cash incentive program, and is weighted the highest of the three, at 55%. In addition, our human capital committee primarily utilizes annual revenue as the performance milestone for performance-based awards under our long-term incentive plan.