[Form 3] NETGEAR, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Form 3 – Initial Statement of Beneficial Ownership | NETGEAR, Inc. (NTGR)

Jonathan Russell Oakes, newly named SVP & GM of Home Networking, discloses his starting equity position. He directly owns 62,500 common shares. In addition, he has been granted 62,500 performance-based restricted stock units (PSUs) under the company’s 2024 Inducement Equity Incentive Plan.

Time-based RSUs: one-third vests 30 Apr 2026; the remaining two-thirds vest in equal quarterly installments thereafter, assuming continued service.
PSUs: become eligible based on performance targets measured 23 Apr 2025 – 31 Dec 2027; 100% of any earned units vest on the third anniversary of the grant date if employment continues.

No open-market transactions are reported; the filing merely establishes insider ownership required under Section 16(a). No financial or strategic information is provided that would directly affect near-term valuation.

Positive

• Incentive alignment: 62,500 RSUs and 62,500 PSUs link executive compensation to NTGR share performance and multi-year goals, fostering shareholder alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Form 3 shows new SVP holds 62,500 shares & 62,500 PSUs—neutral for valuation but aligns incentives with shareholders.

The disclosure is administrative yet informative. Mr. Oakes’ combined 125k share potential is modest relative to NTGR’s 30 m shares outstanding, so dilution risk is de minimis. However, the mix of time-based and performance RSUs ties a portion of compensation to multi-year targets, reinforcing long-term value creation goals. Because no purchases or sales occurred, the filing offers no trading signal; therefore I classify the market impact as neutral.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Oakes Jonathan Russell

(Last) (First) (Middle)

C/O NETGEAR, INC

350 EAST PLUMERIA DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2025

3. Issuer Name and Ticker or Trading Symbol
NETGEAR, INC. [ NTGR ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, GM of Home Networking

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	62,500(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(2)	(2)	Common Stock	62,500	(2)	D

Explanation of Responses:

1. One-third (1/3rd) of the restricted stock units will vest on April 30, 2026, and one-twelfth (1/12th) of the restricted stock units will vest in equal quarterly installments thereafter, provided that Participant (as defined in the 2024 Inducement Equity Incentive Plan, or the Plan) continues to be a Service Provider (as defined in the Plan) through such date.

2. Performance restricted stock units will become eligible to vest based upon the level of achievement of certain performance-based vesting criteria during the performance period beginning on April 23, 2025 and ending on December 31, 2027. 100% of the eligible performance restricted stock units (if any) will vest on the three-year anniversary of the grant date provided that Participant continues to be a Service Provider through the such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kirsten Daru, Attorney-in-Fact	07/29/2025
	** 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 5 (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

How many NTGR shares does Jonathan Oakes currently own?

He directly owns 62,500 common shares.

What additional equity could the executive earn?

Up to 62,500 performance-based RSUs, vesting after meeting 2025-2027 targets and continued employment.

When do the time-based RSUs begin to vest?

One-third vests on 30 April 2026, with the balance vesting quarterly thereafter.

Does the Form 3 indicate any insider buying or selling?

No. It only reports initial ownership; no transactions were executed.

Is this filing likely to impact NTGR’s stock price?

Impact is neutral; the disclosure is routine and non-transactional.