Charles J. Prober - 31 Jan 2026 Form 4 Insider Report for NETGEAR, INC. (NTGR)

Role: Chief Executive Officer, Director
Signature: /s/ Kirsten Daru, Attorney-in-Fact
Issuer symbol: NTGR
Transactions as of: 31 Jan 2026
Net transactions value: -$3,071,198
Form type: 4
Filing time: 03 Feb 2026, 21:32:44 UTC
Previous filing: 15 Jan 2026
Next filing: 18 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Prober Charles J.	Chief Executive Officer, Director	3553 N. FIRST STREET, SAN JOSE	/s/ Kirsten Daru, Attorney-in-Fact	03 Feb 2026	0001696247

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NTGR	Common Stock	Options Exercise	$0	+157,714	+26%	$0.000000	767,750	31 Jan 2026	Direct	F1
transaction	NTGR	Common Stock	Tax liability	$1,779,169	-85,087	-11%	$20.91	682,663	31 Jan 2026	Direct	F2
transaction	NTGR	Common Stock	Tax liability	$1,292,029	-61,790	-9.1%	$20.91	620,873	31 Jan 2026	Direct	F3

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	Performance Restricted Stock Units	Options Exercise	$0	-157,714	-51%	$0.000000	151,940	31 Jan 2026	Common Stock	157,714		Direct	F1, F4, F5

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	PRSUs convert into common stock on a one-for-one basis.
F5	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.