[Form 4] NETGEAR, INC. Insider Trading Activity

Rhea-AI Filing Summary

NETGEAR, Inc. CEO Charles J. Prober reported equity compensation activity involving performance-based awards and related tax withholding. On 01/31/2026, 157,714 Performance Restricted Stock Units (PRSUs) converted into an equal number of common shares based on achievement above target for the performance period ending December 31, 2025.

To cover tax obligations from these PRSU and prior restricted stock unit settlements, the issuer withheld 85,087 common shares and 61,790 common shares at a price of $20.91 per share. After these transactions, Prober directly held 620,873 shares of common stock and 151,940 PRSUs.

Insider Trade Summary

157,714 shares exercised/converted

Mixed 4 txns

Insider Prober Charles J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance Restricted Stock Units	157,714	$0.00	--
Exercise	Common Stock	157,714	$0.00	--
Tax Withholding	Common Stock	85,087	$20.91	$1.78M
Tax Withholding	Common Stock	61,790	$20.91	$1.29M

Holdings After Transaction: Performance Restricted Stock Units — 151,940 shares (Direct); Common Stock — 767,750 shares (Direct)

Footnotes (1)

1. Common stock issued on vesting and conversion of Performance-Based Restricted Stock Units ("PRSUs") granted under the Company's 2024 Inducement Plan, based on achievement in excess of target performance-based vesting conditions for the performance period ending on December 31, 2025. 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 PRSUs reported in Table II of this form 4. 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. PRSUs convert into common stock on a one-for-one basis. 1/3rd of the PRSUs will be allocated to a Performance Period (PP) beginning on the date that Participant commenced employment with the Company and ending on December 31, 2024; 1/3rd of the PRSUs will be allocated to a PP beginning on January 1, 2025, and ending on December 31, 2025; and 1/3rd of the PRSUs will be allocated to a PP on January 1, 2026, and ending on December 31, 2026 based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix during the applicable Performance Period or Adjusted Performance Period, or (ii) pursuant to the "True-Up" section in the Performance Matrix. 100% of the Eligible PRSUs (if any) for each Tranche will vest on the anniversary of the Vesting Commencement Date that immediately follows the end of the Performance Period that relates to that Tranche, provided that Participant continues to be a Service Provider through that Vesting Date.

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
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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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		M(1)		157,714	A	$0	767,750	D
Common Stock	01/31/2026		F(2)		85,087	D	$20.91	682,663	D
Common Stock	01/31/2026		F(3)		61,790	D	$20.91	620,873	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
Performance Restricted Stock Units	(4)	01/31/2026		M(1)			157,714	(5)	(5)	Common Stock	157,714	$0	151,940	D

Explanation of Responses:

1. Common stock issued on vesting and conversion of Performance-Based Restricted Stock Units ("PRSUs") granted under the Company's 2024 Inducement Plan, based on achievement in excess of target performance-based vesting conditions for the performance period ending on December 31, 2025.

2. 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 PRSUs reported in Table II of this form 4.

3. 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.

4. PRSUs convert into common stock on a one-for-one basis.

5. 1/3rd of the PRSUs will be allocated to a Performance Period (PP) beginning on the date that Participant commenced employment with the Company and ending on December 31, 2024; 1/3rd of the PRSUs will be allocated to a PP beginning on January 1, 2025, and ending on December 31, 2025; and 1/3rd of the PRSUs will be allocated to a PP on January 1, 2026, and ending on December 31, 2026 based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix during the applicable Performance Period or Adjusted Performance Period, or (ii) pursuant to the "True-Up" section in the Performance Matrix. 100% of the Eligible PRSUs (if any) for each Tranche will vest on the anniversary of the Vesting Commencement Date that immediately follows the end of the Performance Period that relates to that Tranche, provided that Participant continues to be a Service Provider through that Vesting Date.

	/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.
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