Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the quarter ended September 29, 2024, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of Arlo’s securities set forth in the table below:
Type of Trading Arrangement
Name and Position Action Action Date
Rule
10b5-1 (1)
Non-Rule 10b5-1 (2)
Total Shares of Common Stock
to be Sold
Expiration Date
Matthew McRae ,
Chief Executive Officer
Adoption August 27, 2024
(3) X up to 777,680 November 21, 2025
Matthew McRae ,
Chief Executive Officer
Termination
August 27, 2024
(4) X up to 525,594 March 7, 2025
Kurtis Binder ,
Chief Financial Officer and Chief Operating Officer
Adoption August 29, 2024
(3) X up to 497,801 (5) August 30, 2025
Brian Busse ,
General Counsel
Adoption August 27, 2024
(3) X up to 132,450 November 21, 2025
Ralph Faison ,
Director
Adoption August 26, 2024
(3) X up to 100,000 November 21, 2025
_________________________
(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
(3) Adopted for personal tax planning purposes.
(4) Represents the termination of a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) adopted on November 30, 2023.
(5) This plan is designed to sell a specified percentage of the net shares delivered after tax withholding on five separate equity awards. The actual number of shares to be sold will depend on state and federal tax rates applicable on the relevant vesting dates as well as the payout, if any, of shares to be granted in the first quarter of 2025 in settlement of Mr. Binder’s 2024 annual bonus which are assumed to be achieved at 100% of target and settled using a price per share calculated by a 30 day average as of August 29, 2024, which is the adoption date of this plan. For certain equity awards in the 10b5-1 Plan, Mr. Binder has designated target prices ranging from $15 to $25 for the sale of shares. If the Arlo stock is not trading at or above the target prices, the shares cannot be sold.
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Item 6. Exhibits
Exhibit Index
Incorporated by Reference
Exhibit Number
Exhibit Description Form Date Number Filed Herewith
3.1
Amended and Restated Certificate of Incorporation of Arlo Technologies, Inc.
8-K 8/7/2018 3.1
3.2
Amended and Restated Bylaws of Arlo Technologies, Inc.
8-K 8/7/2018 3.2
4.1
Common Stock Certificate of Arlo Technologies, Inc.
S-1/A 7/23/2018 4.1
31.1
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
X
31.2
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
X
32.1 #
Section 1350 Certification of Principal Executive Officer
X
32.2 #
Section 1350 Certification of Principal Financial Officer
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
# This certification is deemed to accompany this Quarterly Report on Form 10-Q and will not be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section. This certification will not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ARLO TECHNOLOGIES, INC.
Registrant
/s/ MATTHEW MCRAE
Matthew McRae
Chief Executive Officer
(Principal Executive Officer)
/s/ KURTIS BINDER
Kurtis Binder
Chief Financial Officer and Chief Operating Officer
(Principal Financial and Accounting Officer)
Date: November 7, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.