What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 50 added, 61 removed, 192 unchanged (37% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives.

In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation and in reference only to the matter described below, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of December 31, 2023, our disclosure controls and procedures are not effective at a reasonable assurance level due to a material weakness in internal control over financial reporting.

Our management has performed additional analyses, reconciliations, and other post-closing procedures as well as assessed all key non-IT related internal control over financial reporting noting no deficiencies were identified;

and therefore, we have concluded that, notwithstanding the matter described below, the consolidated financial statements are fairly presented, in all material respects.

Management, including our Chief Executive Officer and Chief Financial Officer, believe that the consolidated financial statements contained in this Form 10-K fairly present, in all material respects, the financial condition, results of operations and cash flows for all periods presented in accordance with U.S.

Generally Accepted Accounting Principles.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the controls and procedures will meet their objectives.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the desired control objectives are met.

Further, the design of a control system is a resource constraint, therefore, in reaching a reasonable level of assurance, management applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Management, including our Chief Executive Officer (who is designated as our principal executive officer) and our Chief Financial Officer and Chief Operating Officer (who is designated as our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2024.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer and Chief Operating Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level, as of December 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal Control - Integrated Framework ( “ 2013 Framework ” ) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that our internal control over financial reporting was not effective as of December 31, 2023 as a result of the material weakness described below.

In connection with our assessment of the effectiveness of internal control over financial reporting, management identified certain control deficiencies in the area of our Information Technology General Control (“ITGC”) related to (i) user access and segregation of duty controls that restrict user and privileged access to appropriate personnel;

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria set forth in “Internal Control-Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024 based on those criteria.

Management reviewed the results of its assessment with our Audit Committee.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, and their opinion is stated in their audit report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Reported Material Weakness

As previously reported in Part II, Item 9A.

“Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, in connection with our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, we identified control deficiencies in the area of our ITGC related to (i) user access and segregation of duty controls that restrict user and privileged access to appropriate personnel;

(ii) program change management controls;

and (iii) certain computer operations controls that, when aggregated, arise to a material weakness.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of a company ’ s annual or interim financial statements will not be prevented or detected on a timely basis.

This material weakness did not result in any material misstatements in our consolidated financial statements or disclosures in any of the fiscal years ended December 31, 2023, 2022 or 2021.

However, a material weakness could result in misstatements potentially impacting our account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

Remediation Plans for the Material Weakness

Management is committed to remediating the material weakness in a timely manner.

Our remediation process includes, but is not limited to:

(i) increasing timely reviews of IT system changes made;

(ii) rationalizing access privileges for developer system users;

(iii) implementing or modifying controls related to program change management and certain computer operations;

and (iv) training of relevant personnel on the design and operation of any new or modified ITGCs.

These steps are subject to ongoing management review, as well as oversight by the audit committee of our board of directors.

Additional or modified measures may also be required to remediate the material weakness.

We will not be able to conclude that we have completely remediated the material weakness until the applicable controls are fully implemented and have operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively.

We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and make any further changes management deems appropriate.

and (iii) certain computer operations controls that, when aggregated, arose to a material weakness.

We have completed execution of our remediation plan for this material weakness and, as of December 31, 2024, successfully remediated this material weakness by implementing the following measures:

• Implemented a software solution to identify and facilitate review of changes made to our Enterprise Resource Planning (“ERP”) system via newly designed detective controls to supplement our existing preventative controls.

• Implemented a tool to better monitor access via a secure gateway to our operating systems, as well as better management of credentials across all financially impactful applications and the underlying internally managed infrastructure.

• Enhanced our user access review procedures to increase scope and precision.

• Minimized number of users with elevated access within our ERP system, limiting sensitive roles to only individuals with functional requirements.

• Redesigned and implemented ITGCs and deployment of additional training to further strengthen the overall control environment.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the remediation efforts completed and described above, there were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

(b) Trading Arrangements

Trading Arrangements

During the quarter ended December 31, 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

Rule 10b5-1 (1)

Name and Position Action Action Date Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

Total Shares to be Sold Expiration Date

Matthew McRae ,

Chief Executive Officer

November 30, 2023 (3)

X 525,594 March 7, 2025

Kurtis Binder ,

Chief Financial Officer

Jocelyn Carter-Miller ,

Adoption November 27, 2024 (3)

X 20,000 October 8, 2025

Kurtis Binder ,

Chief Financial Officer and Chief Operating Officer

Termination December 13, 2024 (4)

X 131,213 December 13, 2024

Brian Busse ,

General Counsel

Adoption November 16, 2023 (3)

X 99,134 November 15, 2024

_________________________

2 unchanged sentences

(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 29, 2023 which expired in accordance with its terms.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by this item and not set forth below is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023, under the sections headed “Election of Directors,” “Continuing Directors,” “Information Regarding the Board of Directors and Corporate Governance,” and “Information About Our Executive Officers.”.

The information required by this item and not set forth below is incorporated by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024 (the “Proxy Statement”), under the sections headed “Election of Directors” and “Board of Directors and Corporate Governance.”

We have adopted a Code of Ethics that applies to our Chief Executive Officer and senior financial officers, including our Chief Financial Officer, as required by the SEC.

3 unchanged sentences

Executive Compensation

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023, under the sections headed “Compensation and Human Capital Committee” and “Executive Compensation.”

The information required by this item is incorporated by reference to our Proxy Statement under the captions “Compensation and Human Capital Committee” and “Executive Compensation”, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023, under the section headed “Security Ownership of Certain Beneficial Owners and Management.”

The information required by this item is incorporated by reference to our Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023, under the sections headed “Certain Relationships and Related Transactions” and “Information Regarding the Board of Directors and Corporate Governance.”

The information required by this item is incorporated by reference to our Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Board of Directors and Corporate Governance.”

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023, under the section headed “Ratification of Appointment of Independent Registered Public Accounting Firm.”

The information required by this item is incorporated by reference to our Proxy Statement under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm.”

Exhibit and Financial Statement Schedules

3 unchanged sentences

are filed as part of this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data .

Report of Independent Registered Public Accounting Firm ( PricewaterhouseCoopers LLP ;

Report of Independent Registered Public Accounting Firm

( Deloitte & Touche LLP ;

Costa Mesa, California ;

Report of Independent Registered Public Accounting Firm

( PricewaterhouseCoopers LLP ;

San Jose, California ;

43 unchanged sentences

8-K 8/7/2018 10.6

Office Lease, by and between LT Orchard Parkway, LLC and Arlo Technologies, Inc.

dated as of June 28, 2018

S-1 7/6/2018 10.7

Confirmatory Employment Letter with Matthew McRae

27 unchanged sentences

10-Q 8/6/2020 10.3

Non-Employee Director Compensation Policy

10-K 2/26/2021 10.30

Sublease, by and between Arlo Technologies, Inc.

3 unchanged sentences

10-Q 11/10/2021 10.2

Loan and Security Agreement, by and between Arlo Technologies, Inc.

and Bank of America, N.A.

dated as of October 27, 2021

Credit Agreement, by and among Arlo Technologies, Inc., the lenders that are from time to time parties thereto and HSBC Bank USA, National Association, as Administrative Agent, Issuing Bank and Swingline Lender, dated as of November 14, 2024

8-K 11/18/2024 10.1

32 unchanged sentences

10-Q 11/9/2022 10.13

Amended and Restated Non-Employee Director Compensation Policy

10-Q 8/8/2024 10.1

F orm of Amendment to Retention Agreement

11/7/2024 10.1

I nsider Trading Policy

List of subsidiaries and affiliates

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

6 unchanged sentences

Clawback Policy

10-K 2/29/2024 97

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

16 unchanged sentences

Kurtis Binder

Chief Financial Officer

Chief Financial Officer and Chief Operating Officer

(Principal Financial and Accounting Officer)

6 unchanged sentences

Matthew McRae (Principal Executive Officer)

/s/ KURTIS BINDER Chief Financial Officer February 29, 2024

/s/ KURTIS BINDER Chief Financial Officer and Chief Operating Officer February 27, 2025

Kurtis Binder (Principal Financial and Accounting Officer)

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures