NETGEAR, INC. — Director's Dealing 2024

Feb 27, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC. (NTGR)
CIK: 0001122904
Period of Report: 2024-02-27

Reporting Person: Prober Charles J. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-27	Common Stock	A	455820	—	Acquired	455820	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-27	Performace Restricted Stock Units	$	A	455820	Acquired		Common Stock (455820)	Direct

Footnotes

F1: One-fourth (1/4th) of the Inducement RSUs shall vest on each of the first, second, third, and fourth anniversary of the Grant Date (with the first installment vesting on January 31, 2025), subject to Mr. Prober's continued service to the Company through each such date.

F2: Performance-Based RSUs ("PRSUs") granted to the Reporting Person under Inducement Plan

F3: 1/3rd of the PSUs 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 PSUs will be allocated to a PP beginning on January 1, 2025, and ending on December 31, 2025; and 1/3rd of the PSUs 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 PSUs (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.