Arlo (ARLO) Insider Filing: PSU Grant and Tax-Related Share Sale by CEO

Rhea-AI Filing Summary

Arlo Technologies insider filing: Matthew Blake McRae, Arlo's CEO and a director, reported receipt of 92,887 performance stock units (PSUs) on 09/05/2025. The PSUs convert 1:1 to common shares if both time-based and stock-price conditions are met; up to 66,350 shares remain potentially issuable. On 09/08/2025 he sold 49,795 shares at $18.3033 per share to cover estimated tax withholding, leaving 1,664,927 shares beneficially owned.

Positive

• Alignment of interests: CEO received PSUs that vest on time and performance conditions, which ties compensation to company performance
• Limited sale purpose: Shares sold were disclosed as to satisfy estimated tax withholding, suggesting routine tax-management rather than opportunistic liquidation

Negative

• Potential dilution: Up to 66,350 shares may still be issued under the PSUs if performance conditions are met
• Minor reduction in outstanding beneficial ownership: Reported beneficial shares decreased from 1,714,722 to 1,664,927 following the sale

Insights

Corporate Governance Expert

TL;DR: Routine executive equity settlement and tax-related share sale; signals compensation realization without material change to control.

This Form 4 discloses standard settlement of performance stock units that are contingent on time and stock-price conditions, followed by a sale to satisfy tax withholding. The report shows the CEO increased reported beneficial ownership via PSUs but sold a portion immediately for taxes, a common outcome that maintains alignment while managing tax obligations. No pledges, loans, or unusual transactions are disclosed.

Securities Analyst

TL;DR: Insider received PSUs and executed a tax-withholding sale; transaction is routine and likely immaterial to valuation.

The acquisition of 92,887 PSUs could dilute outstanding shares if fully issued, but the filing notes a maximum remaining issuance of 66,350 shares under these awards, indicating partial vesting potential. The sale of 49,795 shares at $18.3033 appears solely to cover taxes, not a discretionary cashing out of a large stake. Overall, the transactions are standard compensation mechanics with limited market impact.

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

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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)
09/05/2025

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	09/05/2025		M		92,887	A	(1)	1,714,722	D
Common Stock	09/08/2025		S(2)		49,795	D	$18.3033	1,664,927	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)	09/05/2025		M			92,887	(1)	02/03/2026	Common Stock	92,887	$0	66,350(3)	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 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.

2. Represents shares sold to satisfy estimated tax withholding obligations upon the settlement of PSUs.

3. Represents the maximum number of shares remaining that may be issued pursuant to the PSUs.

	/s/ Brian Busse, Attorney-in-Fact	09/09/2025
	** 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.
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FAQ

What did Matthew Blake McRae report in the ARLO Form 4?

He reported receipt of 92,887 PSUs on 09/05/2025 and a sale of 49,795 shares on 09/08/2025 at $18.3033 per share to cover taxes.

What are the conditions for the PSUs to convert to ARLO common stock?

Each PSU vests only after a time-based condition and a stock price performance-based condition are both satisfied; PSUs convert 1:1 to common shares.

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

The filing shows 1,664,927 shares beneficially owned following the reported transactions.

How many shares remain potentially issuable under the PSUs?

The filing states a maximum of 66,350 shares remain that may be issued pursuant to the PSUs.

Was the sale part of a Rule 10b5-1 plan or similar?

The Form 4 does not indicate the transaction was made pursuant to a Rule 10b5-1 plan; the sale is described as to satisfy tax withholding obligations.