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

NETGEAR (NTGR) SVP Jonathan Oakes awarded 45,892 RSUs and PRSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Oakes Jonathan Russell reported acquisition or exercise transactions in this Form 4 filing.

NETGEAR, INC. senior vice president Jonathan Russell Oakes reported stock-based compensation awards rather than open-market trades. He received 22,946 Performance Restricted Stock Units, each tied to an equal number of common shares, and a separate grant of 22,946 shares of Common Stock as restricted stock units, all at a stated price of $0.00 per share.

One-third of the time-based restricted stock units will vest on April 30, 2027, with the remaining two-thirds vesting in equal quarterly installments thereafter, so long as he continues to be a Service Provider under the 2025 Equity Incentive Plan. The performance restricted stock units will become eligible to vest based on performance criteria measured from April 2, 2026 through December 31, 2028, with any earned units vesting on the three-year anniversary of the grant date, again contingent on continued service. Following these grants, Oakes directly holds 85,446 shares of NETGEAR common stock.

Positive

  • None.

Negative

  • None.
Insider Oakes Jonathan Russell
Role SVP, GM of Home Networking
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units 22,946 $0.00 --
Grant/Award Common Stock 22,946 $0.00 --
Holdings After Transaction: Performance Restricted Stock Units — 22,946 shares (Direct); Common Stock — 85,446 shares (Direct)
Footnotes (1)
  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. 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.
Performance RSUs granted 22,946 units Performance Restricted Stock Units granted on April 2, 2026-equivalent grant date in filing
Time-based RSUs granted 22,946 shares Restricted Common Stock units granted on April 2, 2026-equivalent grant date in filing
Post-grant holdings 85,446 shares Total NETGEAR common stock directly held after transactions
Initial vesting date (time-based RSUs) April 30, 2027 One-third of restricted stock units vest on this date
Performance measurement period start April 2, 2026 Beginning of performance period for Performance Restricted Stock Units
Performance measurement period end December 31, 2028 End of performance period for Performance Restricted Stock Units
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.
restricted stock units financial
"One-third (1/3rd) of the restricted stock units will vest on April 30, 2027"
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.
2025 Equity Incentive Plan financial
"Participant (as defined in the 2025 Equity Incentive Plan, or the Plan) continues to be a Service Provider"
Service Provider financial
"continues to be a Service Provider (as defined in the Plan) through such date"
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Oakes Jonathan Russell
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, GM of Home Networking
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026		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 Stock04/02/2026A22,946(1)A$085,446D
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
Performance Restricted Stock Units(2)04/02/2026A22,946 (2) (2)Common Stock22,946$022,946D
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. 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-Fact04/06/2026
** 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

FAQ

What insider transaction did NTGR executive Jonathan Oakes report?

Jonathan Russell Oakes reported stock-based compensation grants, not market trades. He received 22,946 Performance Restricted Stock Units and 22,946 restricted shares of NETGEAR common stock, all at a stated price of $0.00, reflecting equity awards tied to his role as SVP, GM of Home Networking.

How many NETGEAR (NTGR) shares does Jonathan Oakes hold after this Form 4?

After these grants, Jonathan Russell Oakes directly holds 85,446 shares of NETGEAR common stock. This total includes the 22,946 restricted common shares reported in the filing, which are subject to time-based vesting conditions under the company’s 2025 Equity Incentive Plan and continued service requirements.

When do Jonathan Oakes’ NETGEAR restricted stock units vest?

One-third of Oakes’ time-based restricted stock units vest on April 30, 2027. The remaining two-thirds vest in equal quarterly installments thereafter, provided he continues as a Service Provider under NETGEAR’s 2025 Equity Incentive Plan through each scheduled vesting date.

How are NTGR Performance Restricted Stock Units for Jonathan Oakes structured?

Oakes’ Performance Restricted Stock Units become eligible to vest based on achieving performance criteria from April 2, 2026 through December 31, 2028. Any units that become eligible will vest in full on the three-year anniversary of the grant date, assuming his continued service with NETGEAR.

Are Jonathan Oakes’ NETGEAR equity awards conditional on continued service?

Yes, both the time-based restricted stock units and the Performance Restricted Stock Units require continued service. Vesting is conditioned on Oakes remaining a Service Provider under NETGEAR’s 2025 Equity Incentive Plan through the applicable vesting dates and, for performance units, the full performance period.