NETGEAR (NTGR) CEO Charles Prober receives 229,464-share equity grant package

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Prober Charles J. reported acquisition or exercise transactions in this Form 4 filing.

NETGEAR, INC. director and Chief Executive Officer Charles J. Prober reported equity awards rather than market trades. He received a grant of 114,732 Performance Restricted Stock Units, each tied to an equal number of common shares, at a stated price of $0.00 per unit. These performance units may vest based on meeting performance criteria for a period beginning on April 2, 2026 and ending on December 31, 2028, with 100% of eligible units vesting on the third anniversary of the grant date if he continues as a service provider.

He also received a separate grant of 114,732 shares of common stock (or time-based units) at $0.00 per share, with one-third scheduled to vest on April 30, 2027 and the remaining two-thirds vesting in equal quarterly installments thereafter, subject to continued service. Following these awards, Prober holds 448,272 shares of common stock directly, and an additional 287,333 shares are held indirectly by the Prober 2026 NTGR GRAT.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Prober Charles J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Restricted Stock Units	114,732	$0.00	--
Grant/Award	Common Stock	114,732	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Restricted Stock Units — 114,732 shares (Direct); Common Stock — 448,272 shares (Direct); Common Stock — 287,333 shares (Indirect, See footnote)

Footnotes (1)

One-third (1/3rd) of the restricted stock units will vest on April 30, 2027, and one-twelfth (1/12th) of the restricted stock units will vest in equal quarterly installments thereafter, provided that Participant (as defined in the 2025 Equity Incentive Plan, or the Plan) continues to be a Service Provider (as defined in the Plan) through such date. Reflects 287,333 shares transfered to the Prober 2026 NTGR GRAT. The shares are held by the Prober 2026 NTGR GRAT. 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 2, 2026 and ending on December 31, 2028. 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.

Key Figures

Performance RSU grant: 114,732 units Time-based stock grant: 114,732 shares Direct holdings after grant: 448,272 shares +3 more

6 metrics

Performance RSU grant 114,732 units Granted April 2, 2026; underlying common stock

Time-based stock grant 114,732 shares Granted April 2, 2026 at $0.00 per share

Direct holdings after grant 448,272 shares Common stock held directly following reported awards

Indirect GRAT holdings 287,333 shares Common stock held by Prober 2026 NTGR GRAT

Performance period for PRSUs April 2, 2026–December 31, 2028 Determines eligibility for performance RSU vesting

Initial vesting date (time-based grant) April 30, 2027 One-third of time-based restricted stock units vest

Key Terms

Performance Restricted Stock Units, Grant, award, or other acquisition, 2025 Equity Incentive Plan, Service Provider, +1 more

5 terms

Performance Restricted Stock Units financial

"Performance restricted stock units will become eligible to vest based upon the level of achievement of certain performance-based vesting criteria"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

2025 Equity Incentive Plan financial

"Participant (as defined in the 2025 Equity Incentive Plan, or the Plan)"

Service Provider financial

"continues to be a Service Provider (as defined in the Plan) through such date"

GRAT financial

"Reflects 287,333 shares transfered to the Prober 2026 NTGR GRAT"

Form 4 Insider Transactions: What Each Field Means →

04/06/2026 - 09:44 PM

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)
04/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2026		A		114,732⁽¹⁾	A	$0	448,272⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽⁴⁾	04/02/2026		A		114,732		⁽⁴⁾	⁽⁴⁾	Common Stock	114,732	$0	114,732	D

Explanation of Responses:

1. One-third (1/3rd) of the restricted stock units will vest on April 30, 2027, and one-twelfth (1/12th) of the restricted stock units will vest in equal quarterly installments thereafter, provided that Participant (as defined in the 2025 Equity Incentive Plan, or the Plan) continues to be a Service Provider (as defined in the Plan) through such date.

2. Reflects 287,333 shares transfered to the Prober 2026 NTGR GRAT.

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

4. 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 2, 2026 and ending on December 31, 2028. 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.

	/s/ Kirsten Daru, Attorney-in-Fact	04/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did NETGEAR (NTGR) CEO Charles Prober report on this Form 4?

Charles Prober reported receiving 114,732 Performance Restricted Stock Units and 114,732 shares (or units) of common stock at a stated price of $0.00. These are compensation-related equity grants, not open-market purchases or sales, and increase his potential ownership stake.

How do Charles Prober’s new NETGEAR (NTGR) performance RSUs vest?

The 114,732 Performance Restricted Stock Units become eligible to vest based on performance from April 2, 2026 through December 31, 2028. All eligible units, if any, then vest on the three-year anniversary of the grant date, assuming Prober remains a service provider.

What is the vesting schedule for Charles Prober’s time-based NETGEAR (NTGR) stock grant?

For the 114,732-share time-based grant, one-third vests on April 30, 2027. The remaining two-thirds vest in equal quarterly installments thereafter, provided Prober continues as a service provider under NETGEAR’s 2025 Equity Incentive Plan.

How many NETGEAR (NTGR) shares does Charles Prober hold after these transactions?

After these awards, Prober holds 448,272 shares of NETGEAR common stock directly. In addition, 287,333 shares are held indirectly by the Prober 2026 NTGR GRAT, a grantor retained annuity trust associated with him.

Were any of Charles Prober’s NETGEAR (NTGR) transactions open-market buys or sells?

No. The Form 4 shows grant or award acquisitions coded as “A,” with zero-dollar prices. There are no open-market purchases or sales reported; the activity reflects equity compensation and updated holdings, including shares held by the Prober 2026 NTGR GRAT.

What is the Prober 2026 NTGR GRAT mentioned in the NETGEAR (NTGR) Form 4?

The Prober 2026 NTGR GRAT is a grantor retained annuity trust that holds 287,333 NETGEAR shares. Footnotes state these shares were transferred to, and are held by, this GRAT, meaning they are reported as indirect ownership associated with Charles Prober.