Pramod Badjate - Oct 15, 2024 Form 4 Insider Report for NETGEAR, INC. (NTGR)

Role: President & GM, NFB
Signature: /s/ Kirsten Daru
Stock symbol: NTGR
Transactions as of: Oct 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/21/2024, 06:23 PM
Previous filing: Jul 25, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NTGR	Common Stock	Award	$0	+165K		$0.00	165K	Oct 15, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NTGR	Performace Restricted Stock Units	Award	$0	+55K		$0.00	55K	Oct 15, 2024	Common Stock	55K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	One-third (1/3rd) of the RSUs will vest on the one-year anniversary of the Vesting Start Date, July 31, 2024, and one-twelfth (1/12th) of the RSUs will vest each quarter thereafter on the quarterly anniversary of the Vesting Start Date (or if there is no corresponding day, on the last day of the quarter), provided that Participant (as defined in the applicable plan governing the equity award) continues to be a Service Provider (as defined in the applicable plan governing the equity award) through such date.
F2	PSUs will become eligible to vest based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix during the performance period beginning on April 27, 2024 and ending on December 31, 2026 or Adjusted Performance Period. 100% of the Eligible PSUs (if any) will vest on the three-year anniversary of the Vesting Start Date (7/31/24) provided that Participant continues to be a Service Provider through the Vesting Date; provided, however, that the vesting of the Eligible PSUs may be accelerated pursuant to (i) the applicable plan governing the equity award and (ii) the Change in Control and Severance Agreement by and between the Company and Participant. In no event shall any Eligible PSUs vest following termination of Participant's status as a Service Provider, except pursuant to the Severance Agreement.

Content

One-third (1/3rd) of the RSUs will vest on the one-year anniversary of the Vesting Start Date, July 31, 2024, and one-twelfth (1/12th) of the RSUs will vest each quarter thereafter on the quarterly anniversary of the Vesting Start Date (or if there is no corresponding day, on the last day of the quarter), provided that Participant (as defined in the applicable plan governing the equity award) continues to be a Service Provider (as defined in the applicable plan governing the equity award) through such date.

PSUs will become eligible to vest based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix during the performance period beginning on April 27, 2024 and ending on December 31, 2026 or Adjusted Performance Period. 100% of the Eligible PSUs (if any) will vest on the three-year anniversary of the Vesting Start Date (7/31/24) provided that Participant continues to be a Service Provider through the Vesting Date; provided, however, that the vesting of the Eligible PSUs may be accelerated pursuant to (i) the applicable plan governing the equity award and (ii) the Change in Control and Severance Agreement by and between the Company and Participant. In no event shall any Eligible PSUs vest following termination of Participant's status as a Service Provider, except pursuant to the Severance Agreement.