NATERA, INC., DEF 14A filed on 4/23/2026
Proxy Statement (definitive)
v3.26.1
Document and Entity Information
12 Months Ended
Dec. 31, 2025
Document and Entity Information [Abstract]  
Document Type DEF 14A
Entity Registrant Name NATERA, INC.
Entity Central Index Key 0001604821
Amendment Flag false
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

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Value of Initial Fixed $100

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Investment Based On:

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Peer Group

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Average

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Total

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Summary

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Average

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Stockholder

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Summary

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Compensation

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Compensation

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Return

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Compensation

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Compensation

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Table Total

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Actually Paid

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Total

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(Nasdaq

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Table Total

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Actually Paid

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for Non-PEO

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to Non-PEO

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Stockholder

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Biotechnology

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Net Income

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Total Revenue

Year

  ​ ​ ​

for PEO(1)

  ​ ​ ​

to PEO(2)

  ​ ​ ​

NEOs(3)

  ​ ​ ​

NEOs(4)

  ​ ​ ​

Return(5)

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Index)(6)

  ​ ​ ​

(in thousands)(7)

  ​ ​ ​

(in thousands)(8)

2025

​

$

14,957,319

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$

60,786,055

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$

6,790,799

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$

30,070,870

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$

230.19

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$

124.75

​

$

(208,160)

​

$

2,306,113

2024

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$

13,032,674

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$

95,390,804

​

$

6,124,794

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$

46,461,399

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$

159.06

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$

93.49

​

$

(190,426)

​

$

1,696,911

2023

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$

12,727,887

  ​

$

32,772,214

  ​

$

4,882,630

  ​

$

12,994,682

  ​

$

62.94

​

$

94.03

​

$

(434,801)

  ​

$

1,082,571

2022

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$

8,246,281

  ​

$

(10,478,887)

  ​

$

4,548,786

  ​

$

(4,682,784)

  ​

$

40.36

​

$

89.90

​

$

(547,799)

  ​

$

820,222

2021

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$

23,343,147

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$

17,842,930

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$

8,415,636

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$

7,334,133

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$

93.84

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$

100.02

  ​

$

(471,716)

​

$

625,486

(1)

Our PEO for each year reported is Steven Chapman, our Chief Executive Officer. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Chapman in the “Total” column of the Summary Compensation Table in the applicable fiscal year.

(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:

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Description of Adjustment

  ​ ​ ​

2025

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2024

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Summary Compensation Table – Total Compensation

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$

14,957,319

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​

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$

13,032,674

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- grant date fair value of option awards and stock awards granted in the covered fiscal year

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$

(12,979,558)

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​

​

$

(11,284,474)

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​

​

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​

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+ fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year

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$

25,210,438

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​

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$

40,945,878

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+ change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years

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$

29,506,263

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$

44,724,070

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+ fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year

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$

0

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$

833,838

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+ change in fair value as of the vesting date of option awards and stock awards granted in prior fiscal years that vested in the covered fiscal year

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$

4,091,593

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$

7,138,818

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​

​

​

​

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- fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year

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$

0

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$

0

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+ dollar value of dividends or earnings paid on option awards or stock awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation

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$

0

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$

0

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Total Equity Adjustments (subtotal)*

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$

45,828,736

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$

82,358,130

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Compensation Actually Paid

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$

60,786,055

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$

95,390,804

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(3)

The non-PEO NEOs for each year reported are as follows:

For 2025: Michael Brophy, John Fesko, Solomon Moshkevich, and Matthew Rabinowitz

For 2024: Michael Brophy, John Fesko, Solomon Moshkevich, and Matthew Rabinowitz

For 2023: Michael Brophy, Robert Schueren, Daniel Rabinowitz, and Matthew Rabinowitz

For 2022: Michael Brophy, Robert Schueren, Daniel Rabinowitz, and Matthew Rabinowitz

For 2021: Michael Brophy, Robert Schueren, Daniel Rabinowitz, and Matthew Rabinowitz

The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in the applicable fiscal year.

(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:

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Description of Adjustment

  ​ ​ ​

2025

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2024

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Summary Compensation Table – Total Compensation

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$

6,790,799

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$

6,124,794

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​

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- grant date fair value of option awards and stock awards granted in the covered fiscal year

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$

(5,892,939)

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​

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$

(5,334,407)

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​

​

​

​

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+ fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year

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$

11,445,966

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​

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$

19,355,974

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+ change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years

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$

16,134,010

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$

23,293,949

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+ fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year

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$

0

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$

383,798

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+ change in fair value as of the vesting date of option awards and stock awards granted in prior fiscal years that vested in the covered fiscal year

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$

1,593,034

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​

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$

2,637,291

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​

​

​

​

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- fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year

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$

0

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$

0

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+ dollar value of dividends or earnings paid on option awards or stock awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation

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$

0

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$

0

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​

​

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​

​

Total Equity Adjustments (subtotal)*

​

$

23,280,071

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​

​

$

40,336,605

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​

​

​

​

​

Compensation Actually Paid

​

$

30,070,870

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​

​

$

46,461,399

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​

​

​

​

​

​

(5)

Cumulative total stockholder return on our shares of common stock from December 31, 2020 through December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, respectively. Assumes the investment of $100 on December 31, 2020 in our shares of common stock and assumes the reinvestment of dividends, if any, although dividends have never been declared on our shares of common stock.

(6)

Cumulative total stockholder return on the NASDAQ Biotechnology Index from December 31, 2020 through December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, respectively. Assumes the investment of $100 on December 31, 2020 in the NASDAQ Biotechnology Index and assumes the reinvestment of dividends.

(7)

The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.

(8)

The dollar amounts reported represent the amount of total revenue reflected in our audited financial statements for the applicable year.

       
Company Selected Measure Name Total Revenue        
Named Executive Officers, Footnote

(1)

Our PEO for each year reported is Steven Chapman, our Chief Executive Officer. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Chapman in the “Total” column of the Summary Compensation Table in the applicable fiscal year.

(3)

The non-PEO NEOs for each year reported are as follows:

For 2025: Michael Brophy, John Fesko, Solomon Moshkevich, and Matthew Rabinowitz

For 2024: Michael Brophy, John Fesko, Solomon Moshkevich, and Matthew Rabinowitz

For 2023: Michael Brophy, Robert Schueren, Daniel Rabinowitz, and Matthew Rabinowitz

For 2022: Michael Brophy, Robert Schueren, Daniel Rabinowitz, and Matthew Rabinowitz

For 2021: Michael Brophy, Robert Schueren, Daniel Rabinowitz, and Matthew Rabinowitz

The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs in the “Total” column of the Summary Compensation Table in the applicable fiscal year.

       
Peer Group Issuers, Footnote

(6)

Cumulative total stockholder return on the NASDAQ Biotechnology Index from December 31, 2020 through December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, respectively. Assumes the investment of $100 on December 31, 2020 in the NASDAQ Biotechnology Index and assumes the reinvestment of dividends.

       
PEO Total Compensation Amount $ 14,957,319 $ 13,032,674 $ 12,727,887 $ 8,246,281 $ 23,343,147
PEO Actually Paid Compensation Amount $ 60,786,055 95,390,804 32,772,214 (10,478,887) 17,842,930
Adjustment To PEO Compensation, Footnote

(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:

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Description of Adjustment

  ​ ​ ​

2025

​

​

2024

​

​

​

​

Summary Compensation Table – Total Compensation

​

$

14,957,319

​

​

​

$

13,032,674

​

​

​

​

​

​

- grant date fair value of option awards and stock awards granted in the covered fiscal year

​

$

(12,979,558)

​

​

​

$

(11,284,474)

​

​

​

​

​

​

+ fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year

​

$

25,210,438

​

​

​

$

40,945,878

​

​

​

​

​

​

+ change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years

​

$

29,506,263

​

​

​

$

44,724,070

​

​

​

​

​

​

+ fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year

​

$

0

​

​

​

$

833,838

​

​

​

​

​

​

+ change in fair value as of the vesting date of option awards and stock awards granted in prior fiscal years that vested in the covered fiscal year

​

$

4,091,593

​

​

​

$

7,138,818

​

​

​

​

​

​

- fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year

​

$

0

​

​

​

$

0

​

​

​

​

​

​

+ dollar value of dividends or earnings paid on option awards or stock awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation

​

$

0

​

​

​

$

0

​

​

​

​

​

​

Total Equity Adjustments (subtotal)*

​

$

45,828,736

​

​

​

$

82,358,130

​

​

​

​

​

​

Compensation Actually Paid

​

$

60,786,055

​

​

​

$

95,390,804

​

​

​

​

​

​

​

       
Non-PEO NEO Average Total Compensation Amount $ 6,790,799 6,124,794 4,882,630 4,548,786 8,415,636
Non-PEO NEO Average Compensation Actually Paid Amount $ 30,070,870 46,461,399 12,994,682 (4,682,784) 7,334,133
Adjustment to Non-PEO NEO Compensation Footnote

(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:

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​

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​

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​

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Description of Adjustment

  ​ ​ ​

2025

​

​

2024

​

​

​

​

Summary Compensation Table – Total Compensation

​

$

6,790,799

​

​

​

$

6,124,794

​

​

​

​

​

​

- grant date fair value of option awards and stock awards granted in the covered fiscal year

​

$

(5,892,939)

​

​

​

$

(5,334,407)

​

​

​

​

​

​

+ fair value at fiscal year end of outstanding and unvested option awards and stock awards granted in the covered fiscal year

​

$

11,445,966

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​

​

$

19,355,974

​

​

​

​

​

​

+ change in fair value of outstanding and unvested option awards and stock awards granted in prior fiscal years

​

$

16,134,010

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​

​

$

23,293,949

​

​

​

​

​

​

+ fair value on vesting date of option awards and stock awards granted in the covered fiscal year that vested during the covered fiscal year

​

$

0

​

​

​

$

383,798

​

​

​

​

​

​

+ change in fair value as of the vesting date of option awards and stock awards granted in prior fiscal years that vested in the covered fiscal year

​

$

1,593,034

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​

​

$

2,637,291

​

​

​

​

​

​

- fair value of as of prior fiscal year end of option awards and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during the covered fiscal year

​

$

0

​

​

​

$

0

​

​

​

​

​

​

+ dollar value of dividends or earnings paid on option awards or stock awards in the covered fiscal year prior to vesting that are not otherwise included in total compensation

​

$

0

​

​

​

$

0

​

​

​

​

​

​

Total Equity Adjustments (subtotal)*

​

$

23,280,071

​

​

​

$

40,336,605

​

​

​

​

​

​

Compensation Actually Paid

​

$

30,070,870

​

​

​

$

46,461,399

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​

​

​

​

​

       
Tabular List, Table

Most Important Performance Measures

For 2025, the most important performance measures used to inform our executive compensation decisions included the following:

●Total revenue
●Product gross margin
●Operating cash flow  
       
Total Shareholder Return Amount $ 230.19 159.06 62.94 40.36 93.84
Peer Group Total Shareholder Return Amount 124.75 93.49 94.03 89.9 100.02
Net Income (Loss) $ (208,160,000) $ (190,426,000) $ (434,801,000) $ (547,799,000) $ (471,716,000)
Company Selected Measure Amount 2,306,113,000 1,696,911,000 1,082,571,000 820,222,000 625,486,000
PEO Name Steven Chapman        
Measure:: 1          
Pay vs Performance Disclosure          
Name Total revenue        
Non-GAAP Measure Description

(8)

The dollar amounts reported represent the amount of total revenue reflected in our audited financial statements for the applicable year.

       
Measure:: 2          
Pay vs Performance Disclosure          
Name Product gross margin        
Measure:: 3          
Pay vs Performance Disclosure          
Name Operating cash flow        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 45,828,736 $ 82,358,130      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (12,979,558) (11,284,474)      
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 25,210,438 40,945,878      
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 29,506,263 44,724,070      
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 833,838      
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,091,593 7,138,818      
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0      
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0      
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 23,280,071 40,336,605      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,892,939) (5,334,407)      
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,445,966 19,355,974      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 16,134,010 23,293,949      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 383,798      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,593,034 2,637,291      
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0      
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0      
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

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.

Award Timing Method 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.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true