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NETGEAR, INC. — Director's Dealing 2026
Feb 3, 2026
32299_dirs_2026-02-03_fe7e37e0-fcfe-4864-874e-55502660ad9c.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: NETGEAR, INC. (NTGR)
CIK: 0001122904
Period of Report: 2026-01-31
Reporting Person: Prober Charles J. (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2026-01-31 | Common Stock | M | 157714 | — | Acquired | 767750 | Direct |
| 2026-01-31 | Common Stock | F | 85087 | $20.91 | Disposed | 682663 | Direct |
| 2026-01-31 | Common Stock | F | 61790 | $20.91 | Disposed | 620873 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2026-01-31 | Performance Restricted Stock Units | $ | M | 157714 | Disposed | Common Stock (157714) | Direct |
Footnotes
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.