NETGEAR, INC. — Director's Dealing 2024

Apr 29, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC. (NTGR)
CIK: 0001122904
Period of Report: 2024-04-27

Reporting Person: FALCON MICHAEL F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-27	Common Stock	A	30000	—	Acquired	138901	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$18.58	2025-06-02	Common Stock (6271)	6271	Direct
Employee Stock Option (Right to Buy)	$23.48	2026-03-24	Common Stock (56)	56	Direct
Employee Stock Option (Right to Buy)	$25.37	2027-06-01	Common Stock (1696)	1696	Direct
Employee Stock Option (Right to Buy)	$41.67	2028-01-25	Common Stock (6376)	6376	Direct
Employee Stock Option (Right to Buy)	$26.61	2029-07-19	Common Stock (21875)	21875	Direct
Performance Restricted Units	$		Common Stock (10000)	10000	Direct

Footnotes

F1: One-third (1/3rd) of the RSUs will vest on the one-year anniversary of the Grant Date, and one-twelfth (1/12th) of the RSUs will vest each quarter thereafter on the quarterly anniversary of the Grant Date (or if there is no corresponding day, on the last day of the quarter), provided that Participant (as defined in the Plan) continues to be a Service Provider (as defined in the Plan) through such date.

F2: This Option shall be exercisable, in whole or in part, in accordance with the following schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Start Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to the Optionee continuing to be a Service Provider on such dates.

F3: This Option shall be exercisable, in whole or in part, in accordance with the following schedule: 25% of the Shares subject to the Option shall vest twelve months after the Vesting Start Date, June 1, 2017, and 1/48 of the Shares subject to the Option shall vest each month thereafter, subject to the Optionee continuing to be a Service Provider on such dates

F4: PSUs will become eligible to vest ("Eligible PSUs") based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix (the "Performance Goal") during the performance period beginning on Grant Date and ending on December 31, 2026 (the "Performance Period") or Adjusted Performance Period (as defined below).
100% of the Eligible PSUs (if any) will vest on the three-year anniversary of the Grant Date (the "Vesting Date"), 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) Section 16(c) of the Plan and (ii) the Change in Control and Severance Agreement by and between the Company and Participant (the "Severance Agreement"). In no event shall any Eligible PSUs vest following termination of Participant's status as a Service Provider, except pursuant to the Severance Agreement.