NETGEAR (NTGR) CFO uses 2,985 shares to cover tax on vested RSUs

Rhea-AI Filing Summary

NETGEAR, Inc.’s Chief Financial Officer Bryan Murray reported an automatic share withholding related to equity compensation. On January 31, 2026, the issuer withheld 2,985 shares of common stock at $20.91 per share to cover his tax obligations on previously reported restricted stock units that vested.

After this tax withholding, Murray beneficially owned 203,779 shares of NETGEAR common stock in direct form. The transaction was coded “F,” indicating it was not an open-market trade but a share withholding by the company for taxes.

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^*

Murray Bryan

(Last) (First) (Middle)

3553 N. FIRST STREET

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

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	01/31/2026		F(1)		2,985	D	$20.91	203,779	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

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.

	/s/ Kirsten Daru, 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.
* 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.

FAQ

What insider transaction did NETGEAR (NTGR) report for its CFO?

NETGEAR reported that its CFO, Bryan Murray, had 2,985 common shares withheld by the issuer to cover tax obligations on vested restricted stock units. This is coded as a tax-related share withholding, not a regular market purchase or sale.

How many NETGEAR shares were withheld for Bryan Murray’s taxes?

The issuer withheld 2,985 shares of NETGEAR common stock from CFO Bryan Murray. According to the filing, this withholding satisfied his tax obligations linked to the vesting and settlement of previously reported restricted stock units awarded as equity compensation.

At what price were the withheld NETGEAR (NTGR) shares valued?

The withheld shares were valued at $20.91 per share. This price was used for the 2,985 common shares withheld by NETGEAR to satisfy CFO Bryan Murray’s tax obligations arising from the vesting of his restricted stock units on January 31, 2026.

How many NETGEAR shares does CFO Bryan Murray own after this transaction?

After the tax withholding transaction, CFO Bryan Murray beneficially owned 203,779 NETGEAR common shares. The filing shows these shares as held in direct ownership, meaning they are attributed directly to him following the automatic tax-related share reduction.

What does transaction code “F” mean in the NETGEAR Form 4 filing?

In this NETGEAR Form 4, code “F” designates a tax-related share withholding. The issuer retained 2,985 shares from Bryan Murray to satisfy withholding taxes triggered by the vesting and settlement of previously reported restricted stock units, rather than a discretionary market trade.

Who is the reporting person in this NETGEAR (NTGR) Form 4?

The reporting person is Bryan Murray, who serves as Chief Financial Officer of NETGEAR, Inc. The Form 4 indicates he is an officer, not a director or 10% owner, and reports his direct beneficial ownership of NETGEAR common stock after the tax withholding.