NETGEAR (NTGR) CEO reports tax withholding of 18,394 shares, holds 430,892

Rhea-AI Filing Summary

NETGEAR, INC. Chief Executive Officer Charles J. Prober reported a routine tax-related share disposition. On the vesting of previously reported restricted stock units, 18,394 shares of common stock were withheld by the company at $25.27 per share to cover his tax obligations. After this withholding, he directly holds 430,892 shares of NETGEAR common stock. He also has an indirect holding of 287,333 shares, which are held by the Prober 2026 NTGR GRAT. A footnote also notes that his holdings include 1,014 shares acquired through the employee stock purchase plan (ESPP).

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Prober Charles J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	18,394	$25.27	$465K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 430,892 shares (Direct, null); Common Stock — 287,333 shares (Indirect, See footnote)

Footnotes (1)

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. This includes 1,014 ESPP shares purchased. The shares are held by the Prober 2026 NTGR GRAT.

Key Figures

Tax withholding shares: 18,394 shares Withholding price: $25.27 per share Direct holdings after transaction: 430,892 shares +2 more

5 metrics

Tax withholding shares 18,394 shares Shares withheld to satisfy tax obligations on RSU vesting

Withholding price $25.27 per share Value used for NETGEAR shares withheld for taxes

Direct holdings after transaction 430,892 shares NETGEAR common stock directly owned by CEO after withholding

Indirect GRAT holdings 287,333 shares NETGEAR shares held by the Prober 2026 NTGR GRAT

ESPP shares included 1,014 shares Employee Stock Purchase Plan shares included in reported holdings

Key Terms

restricted stock units, tax withholding obligations, ESPP, GRAT

4 terms

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.

tax withholding obligations financial

"withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations"

ESPP financial

"This includes 1,014 ESPP shares purchased."

An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.

GRAT financial

"The shares are held by the Prober 2026 NTGR GRAT."

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Prober Charles J.

(Last) (First) (Middle)

3553 N. FIRST STREET

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2026		F(1)		18,394	D	$25.27	430,892(2)	D
Common Stock								287,333	I	See footnote(3)

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

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. This includes 1,014 ESPP shares purchased.

3. The shares are held by the Prober 2026 NTGR GRAT.

	/s/ Kirsten Daru, Attorney-in-Fact	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)