Matthew McRae Converts 1M PSUs and Executes 10b5-1 Sales of 331,625 ARLO Shares

Rhea-AI Filing Summary

Arlo Technologies CEO Matthew Blake McRae had 1,000,000 performance stock units convert to common stock and completed preplanned sales. The PSUs converted on 08/08/2025 after meeting milestones tied to cumulative paid subscribers and blended gross margins, resulting in the acquisition of 1,000,000 shares. On the same date he sold 236,018, 89,526 and 6,081 shares under a Rule 10b5-1 trading plan, totaling 331,625 shares, at weighted-average prices of $17.0185, $18.2159 and $18.8709, respectively. Reported beneficial ownership moved from 2,474,017 shares to 2,142,392 shares following the transactions.

Positive

• 1,000,000 PSUs converted to common stock, indicating milestone-based compensation vesting tied to paid subscribers and blended gross margins
• Sales executed under a Rule 10b5-1 trading plan (adopted March 14, 2025), providing a preplanned and documented execution framework
• Clear disclosure of holdings change with beneficial ownership reported before and after transactions (2,474,017 to 2,142,392 shares)

Negative

• Insider sold 331,625 shares in three transactions, reducing the reporting person’s stake
• Reported beneficial ownership declined by 331,625 shares, which may be viewed negatively by some investors despite the 10b5-1 plan

Insights

Securities Analyst

TL;DR: CEO received 1,000,000 shares from PSUs then sold 331,625 shares under a 10b5-1 plan; disclosure is material but routine.

The filing shows a performance-driven issuance of 1,000,000 shares converting from PSUs, indicating the company met the stated operational milestones. Concurrent sales of 331,625 shares were executed under an existing Rule 10b5-1 plan, which limits timing-related informational risk. The net effect lowered reported beneficial ownership from 2,474,017 to 2,142,392 shares. For investors, the item is material as it quantifies insider holdings and planned disposals, but the 10b5-1 structure reduces concerns about opportunistic selling.

Corporate Governance Expert

TL;DR: Transactions follow preapproved procedures; PSU conversion ties pay to performance, while sales used a documented 10b5-1 plan.

The disclosure reflects governance practices: PSUs vest contingent on subscriber and gross-margin milestones, aligning executive pay with performance. Sales were executed pursuant to a Rule 10b5-1 trading plan adopted March 14, 2025, which provides affirmative-defense protection for planned trades. The Form 4 transparently reports the conversion and subsequent disposals and the resulting change in beneficial ownership, supporting board-level compensation alignment and regulatory compliance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCRAE MATTHEW BLAKE

(Last) (First) (Middle)

5770 FLEET STREET

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arlo Technologies, Inc. [ ARLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		M		1,000,000	A	(1)	2,474,017	D
Common Stock	08/08/2025		S(2)		236,018	D	$17.0185(3)	2,237,999	D
Common Stock	08/08/2025		S(2)		89,526	D	$18.2159(4)	2,148,473	D
Common Stock	08/08/2025		S(2)		6,081	D	$18.8709(5)	2,142,392	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units (PSUs)	(1)	08/08/2025		M			1,000,000	(1)	(1)	Common Stock	1,000,000	$0	0	D

Explanation of Responses:

1. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. The PSUs vest upon the achievement of certain milestones related to the number of the Issuer's cumulative paid subscribers and blended gross margins.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 14, 2025.

3. The weighted average sale price for the transaction reported was $17.0185, and the range of prices were between $16.71 and $17.70. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

4. The weighted average sale price for the transaction reported was $18.2159, and the range of prices were between $17.71 and $18.70. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

5. The weighted average sale price for the transaction reported was $18.8709, and the range of prices were between $18.74 and $19.05. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.

	/s/ Brian Busse, Attorney-in-Fact	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did ARLO CEO Matthew B. McRae report on Form 4?

He acquired 1,000,000 shares upon conversion of performance stock units and sold 236,018, 89,526 and 6,081 shares (total 331,625 shares) on 08/08/2025.

Why did McRae acquire 1,000,000 shares?

The 1,000,000 shares resulted from PSUs vesting that convert upon achievement of milestones related to cumulative paid subscribers and blended gross margins.

Were the sales preplanned or opportunistic?

The sales were effected under a Rule 10b5-1 trading plan adopted March 14, 2025, as stated in the Form 4.

What were the weighted-average sale prices for the transactions?

Weighted-average prices were $17.0185, $18.2159 and $18.8709 for the three reported sell transactions.

How many shares does McRae beneficially own after these transactions?

Reported beneficial ownership after the transactions is 2,142,392 shares.