Charles J. Prober - 31 Jan 2025 Form 4/A - Amendment Insider Report for NETGEAR, INC. (NTGR)

Role: Chief Executive Officer, Director
Signature: /s/ Kirsten Daru
Issuer symbol: NTGR
Transactions as of: 31 Jan 2025
Transactions value $: -$4,656,094
Form type: 4/A - Amendment
Filing time: 10 Feb 2025, 11:30:50
Date Of Original Report: 03 Feb 2025
Previous filing: 29 Nov 2024
Next filing: 24 Feb 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NTGR	Common Stock	Options Exercise		+228K	+49.81%		685K	31 Jan 2025	Direct	F1, F2, F3
transaction	NTGR	Common Stock	Tax liability	-$3.2M	-116K	-16.88%	$27.65	570K	31 Jan 2025	Direct	F4
transaction	NTGR	Common Stock	Tax liability	-$1.46M	-52.7K	-9.24%	$27.65	517K	31 Jan 2025	Direct	F5

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	Options Exercise	$0	-228K	-42.86%	$0.00	304K	31 Jan 2025	Common Stock	228K		Direct	F1, F2, F6

* 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, 2024.
F2	PRSUs convert into common stock on a one-for-one basis.
F3	Shares owned includes 1,707 shares of common stock purchased under the Company's Employee Stock Purchase Plan on August 15, 2024.
F4	Common stock issued on vesting and conversion of PRSUs granted under the Company's 2024 Inducement Plan and sold to cover taxes.
F5	Common stock issued on vesting and conversion of RSUs granted under the Company's 2024 Inducement Plan and sold to cover taxes.
F6	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.