Arlo (NYSE: ARLO) CEO records tax-driven share sale and PSU conversion

Rhea-AI Filing Summary

Arlo Technologies CEO Matthew Blake McRae reported routine equity activity involving company stock. On 01/30/2026, he sold 35,482 shares of common stock at a weighted average price of $12.8103 per share to cover estimated tax withholding on vested restricted stock units. On 02/03/2026, 33,175 performance stock units (PSUs) were converted into an equal number of common shares at an exercise price of $0 per share. Following these transactions, he directly held 1,015,856 shares of Arlo common stock, and the reported PSUs were reduced to zero.

Insights

Equity compensation and insider-transactions analyst

CEO’s Form 4 shows tax-related sale and PSU conversion with unchanged overall incentive structure.

The transactions reflect standard equity compensation mechanics for Arlo Technologies CEO Matthew Blake McRae. He sold 35,482 common shares at a weighted average of $12.8103 on 01/30/2026, explicitly to satisfy estimated tax withholding on vested restricted stock units.

On 02/03/2026, 33,175 performance stock units converted into the same number of common shares at an exercise price of $0. After these moves, he directly owned 1,015,856 common shares, with no remaining PSUs reported from this grant, indicating a shift from contingent to actual share ownership.

The footnotes clarify that each PSU represented a contingent right requiring both time-based and stock price performance-based vesting conditions before conversion. This structure keeps management incentives tied to Arlo’s share performance, while the reported sale primarily addresses tax obligations rather than discretionary share disposal.

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

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

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)
01/30/2026

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	01/30/2026		S(1)		35,482	D	$12.8103(2)	982,681	D
Common Stock	02/03/2026		M		33,175	A	(3)	1,015,856	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)	(3)	02/03/2026		M			33,175	(3)	02/03/2026	Common Stock	33,175	$0	0	D

Explanation of Responses:

1. Represents shares sold to satisfy estimated tax withholding obligations upon the settlement of Restricted Stock Units.

2. The weighted average sale price for the transaction reported was $12.8103, and the range of prices were between $12.8102 and $12.84. 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.

3. Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. The PSUs vest upon the Issuer's common stock achieving both a time-based vesting condition and a stock price performance-based vesting condition, both of which conditions must be satisfied before any PSU vests.

	/s/ Brian Busse, Attorney-in-Fact	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ARLO CEO Matthew Blake McRae report on this Form 4?

Matthew Blake McRae reported a sale of 35,482 Arlo common shares and a conversion of 33,175 performance stock units into common stock. The sale was linked to tax withholding, while the PSU transaction moved previously contingent awards into actual share ownership.

At what price did the ARLO CEO sell shares and how was the price calculated?

The CEO’s reported sale used a weighted average price of $12.8103 per share, with individual trades ranging from $12.8102 to $12.84. Detailed breakdowns of the specific share amounts at each price are available upon request from the issuer, the SEC staff, or any security holder.

Why did ARLO’s CEO sell 35,482 shares of common stock?

The 35,482 Arlo common shares were sold to satisfy estimated tax withholding obligations arising from the settlement of restricted stock units. This indicates the sale was driven by tax requirements associated with equity compensation rather than described as an independent investment decision in the disclosure.

What are the terms of the 33,175 ARLO performance stock units (PSUs) that converted?

Each performance stock unit represented a contingent right to receive one Arlo common share. Vesting required both a time-based condition and a stock price performance-based condition to be met. Once satisfied, 33,175 PSUs converted into 33,175 common shares at an exercise price of $0 per share.

How many ARLO common shares does the CEO own after these transactions?

After the reported Form 4 transactions, Matthew Blake McRae directly owned 1,015,856 shares of Arlo Technologies common stock. The derivative holding from this PSU grant dropped to zero, reflecting that the 33,175 vested performance stock units have been fully converted into common shares.

Does the ARLO CEO still hold performance stock units after this Form 4?

For the specific performance stock unit grant reported, the remaining derivative balance is zero following conversion of 33,175 PSUs into common shares. The filing notes that these PSUs vested only after both time-based and stock price performance-based conditions were satisfied and then fully settled.