NETGEAR, Inc. received a Schedule 13G filing showing that Windward Management LP, Windward Management LLC, Marc Chalfin, and Windward Management Partners Master Fund Ltd. collectively report beneficial ownership of 1,445,914 shares of common stock, representing 5.1% of the class.
All of these shares are directly owned by Windward Management Partners Master Fund Ltd., an advisory client of Windward Management LP, with shared voting and dispositive power reported for each filer and no sole voting or dispositive power. The filers certify the position is not held to change or influence control of NETGEAR and collectively disclaim beneficial ownership beyond their pecuniary interests.
Positive
None.
Negative
None.
Insights
Windward-linked entities report a new 5.1% passive stake in NETGEAR.
The filing shows Windward Management LP, Windward Management LLC, Marc Chalfin, and Windward Management Partners Master Fund Ltd. together reporting beneficial ownership of 1,445,914 NETGEAR common shares, or 5.1% of the company. All shares are directly held by Windward Management Partners Master Fund Ltd., with the other parties reporting shared voting and dispositive power.
The use of a Schedule 13G and the certification that the position is not held to change or influence control indicate a passive ownership stance. Each reporting person also disclaims beneficial ownership beyond their pecuniary interest, which is common for investment structures involving an adviser, its affiliates, and an underlying fund.
This filing formally establishes an institutional-sized holder above the 5% threshold in NETGEAR. Actual implications for the company depend on future trading or governance actions, which are not addressed here and would appear, if material, in subsequent disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NETGEAR, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
64111Q104
(CUSIP Number)
12/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
64111Q104
1
Names of Reporting Persons
Windward Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,445,914.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,445,914.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,445,914.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
64111Q104
1
Names of Reporting Persons
Windward Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,445,914.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,445,914.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,445,914.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
64111Q104
1
Names of Reporting Persons
Marc Chalfin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,445,914.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,445,914.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,445,914.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
64111Q104
1
Names of Reporting Persons
Windward Management Partners Master Fund Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,445,914.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,445,914.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,445,914.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NETGEAR, Inc.
(b)
Address of issuer's principal executive offices:
3553 N. First Street, San Jose, California 95134
Item 2.
(a)
Name of person filing:
Windward Management LP
Windward Management LLC
Marc Chalfin
Windward Management Partners Master Fund Ltd.
(b)
Address or principal business office or, if none, residence:
Windward Management LP
c/o Windward Management LLC
1691 Michigan Avenue, Suite 510
Miami Beach, FL 33139
Windward Management LLC
1691 Michigan Avenue, Suite 510
Miami Beach, FL 33139
Marc Chalfin
c/o Windward Management LLC
1691 Michigan Avenue, Suite 510
Miami Beach, FL 33139
Windward Management Partners Master Fund Ltd.
c/o Windward Management LLC
1691 Michigan Avenue, Suite 510
Miami Beach, FL 33139
(c)
Citizenship:
Windward Management LP - Delaware
Windward Management LLC - Delaware
Marc Chalfin - United States
Windward Management Partners Master Fund Ltd. - Cayman Islands
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
64111Q104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by Windward Management Partners Master Fund Ltd., an advisory client of Windward Management LP, and accordingly Windward Management Partners Master Fund Ltd. may be deemed to beneficially own more than 5% of the Common Stock, $0.001 par value.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Windward Management LP
Signature:
By: Windward Management LLC, its general partner, By: /s/ Marc Chalfin
Name/Title:
Marc Chalfin, Managing Member
Date:
02/13/2026
Windward Management LLC
Signature:
/s/ Marc Chalfin
Name/Title:
Marc Chalfin, Managing Member
Date:
02/13/2026
Marc Chalfin
Signature:
/s/ Marc Chalfin
Name/Title:
Marc Chalfin
Date:
02/13/2026
Windward Management Partners Master Fund Ltd.
Signature:
/s/ Marc Chalfin
Name/Title:
Marc Chalfin, Authorized Signatory
Date:
02/13/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
[Exhibit A - Joint Filing Agreement]
[Exhibit B - Control Person Identification]
What ownership stake in NETGEAR (NTGR) is reported in this Schedule 13G?
The reporting group discloses beneficial ownership of 1,445,914 shares of NETGEAR common stock, equal to 5.1% of the outstanding class. This crosses the 5% threshold that requires a Schedule 13G filing with the SEC for certain passive institutional investors.
Which investors are listed as reporting persons for NETGEAR (NTGR) in this filing?
The filing lists Windward Management LP, Windward Management LLC, Marc Chalfin, and Windward Management Partners Master Fund Ltd. as reporting persons. They collectively report the same 1,445,914 NETGEAR shares, with all of the stock directly owned by Windward Management Partners Master Fund Ltd.
Is the 5.1% NETGEAR (NTGR) stake reported as passive or activist?
The position is reported on Schedule 13G with a certification that the securities were not acquired and are not held for the purpose of changing or influencing control of NETGEAR. This language characterizes the stake as passive rather than part of an activist campaign.
Who directly owns the NETGEAR (NTGR) shares referenced in the Schedule 13G?
All 1,445,914 NETGEAR shares are directly owned by Windward Management Partners Master Fund Ltd., described as an advisory client of Windward Management LP. The other reporting persons are associated entities or an individual that report shared voting and dispositive power over the same shares.
What voting and dispositive powers are reported over NETGEAR (NTGR) shares?
Each reporting person indicates zero sole voting and sole dispositive power, but shared voting and shared dispositive power over 1,445,914 NETGEAR shares. This means decisions to vote or sell the stock are reported as shared among the listed reporting persons for these securities.
Do the reporting persons claim full beneficial ownership of the NETGEAR (NTGR) shares?
Each reporting person disclaims beneficial ownership of the NETGEAR securities except to the extent of their pecuniary interest. The filing states it should not be deemed an admission that any reporting person is the beneficial owner of the securities for Section 16 or other purposes.
