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  4. [Form 4] NETGEAR, INC. Insider Trading Activity

NETGEAR (NASDAQ: NTGR) insider sells 3,000 shares under 10b5-1 plan

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

NETGEAR executive Pramod Badjate, President & GM, NFB, reported on 2026-07-31 the withholding of 8,440 common shares at $24.16 per share to cover tax obligations on RSU vesting, plus open-market sales of 3,000 shares at weighted-average prices of $23.45 and $24.09 under a Rule 10b5-1 plan.

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Insider Badjate Pramod
Role President & GM, NFB
Sold 3,000 shs ($72K)
Type Security Shares Price Value
Tax Withholding Common Stock F1 8,440 $24.16 $204K
Sale Common Stock F2, F3 1,000 $23.45 $23K
Sale Common Stock F2, F4 2,000 $24.09 $48K
Holdings After Transaction: Common Stock — 154,073 shares (Direct)
Footnotes (4)
  1. F1. Represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of previously reported restricted stock units.
  2. F2. The sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2025.
  3. F3. The price reported in Column 4 of Table I represents the weighted average price. These shares were sold in multiple transactions at prices ranging from $22.91 to $23.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
  4. F4. The price reported in Column 4 of Table I represents the weighted average price. These shares were sold in multiple transactions at prices ranging from $23.91 to $24.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
Shares withheld for RSU taxes 8,440 shares Common stock withheld on 2026-07-31 to satisfy tax withholding obligations on RSU vesting
Tax withholding reference price $24.16 per share Per-share value used for 8,440-share tax-withholding transaction on 2026-07-31
First open-market sale 1,000 shares at $23.45 Weighted-average price; trades ranged from $22.91 to $23.89 on 2026-07-31
Second open-market sale 2,000 shares at $24.09 Weighted-average price; trades ranged from $23.91 to $24.22 on 2026-07-31
Total shares sold in market 3,000 shares Aggregate NETGEAR common shares sold in open-market transactions reported for 2026-07-31
restricted stock units financial
"in connection with the vesting and settlement of previously reported restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 10b5-1 trading plan financial
"The sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 of Table I represents the weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding obligations financial
"to satisfy the Reporting Person's tax withholding obligations in connection with the vesting"

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FAQ

What insider transactions did NETGEAR (NTGR) executive Pramod Badjate report?
Pramod Badjate reported three transactions on July 31, 2026. These included 8,440 NETGEAR common shares withheld to satisfy RSU tax obligations and open-market sales of a total of 3,000 shares executed at weighted-average prices of $23.45 and $24.09 per share.

How many NETGEAR (NTGR) shares were sold versus withheld for taxes?
3,000 shares were sold and 8,440 shares were withheld for taxes. The tax-related withholding covered RSU vesting obligations, while the separate open-market transactions disposed of 1,000 and 2,000 common shares, respectively, in sales reported on the same July 31, 2026 trade date.

Were Pramod Badjate’s NETGEAR (NTGR) stock sales made under a Rule 10b5-1 plan?
Yes, the reported sales were made under a Rule 10b5-1 trading plan. A footnote states the sales were effected pursuant to a Rule 10b5-1 plan adopted on August 20, 2025, and the filing affirms use of a 10b5-1 arrangement for these transactions.

At what prices did Pramod Badjate sell NETGEAR (NTGR) shares?
Shares were sold at weighted-average prices of $23.45 and $24.09. The 1,000-share sale occurred within a $22.91–$23.89 range, and the 2,000-share sale within a $23.91–$24.22 range, with detailed breakdowns available upon request from the reporting person.

What is the nature of the 8,440 NETGEAR (NTGR) shares reported for Pramod Badjate?
The 8,440 shares represent tax withholding on vested restricted stock units. The issuer withheld these common shares to satisfy Badjate’s tax withholding obligations arising from the vesting and settlement of previously reported RSUs, rather than selling them in the open market.
SEC Form 4
FORM 4UNITED 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*
Badjate Pramod
(Last)(First)(Middle)
C/O NETGEAR, INC.
3553 N FIRST ST.
(Street)
SAN JOSE CALIFORNIA 95134
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NETGEAR, INC. [ NTGR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President & GM, NFB
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/31/2026F(1)8,440D$24.16157,073D
Common Stock07/31/2026S(2)1,000D$23.45(3)156,073D
Common Stock07/31/2026S(2)2,000D$24.09(4)154,073D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of previously reported restricted stock units.
2. The sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2025.
3. The price reported in Column 4 of Table I represents the weighted average price. These shares were sold in multiple transactions at prices ranging from $22.91 to $23.89, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
4. The price reported in Column 4 of Table I represents the weighted average price. These shares were sold in multiple transactions at prices ranging from $23.91 to $24.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
/s/ Kirsten Daru, Attorney-in-Fact08/04/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR