What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-27 · 31 added, 70 removed, 172 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 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.

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

Based on such evaluation, our CEO and CFO have concluded that, as of December 31, 2025, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

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, 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.

Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report with respect to our internal control over financial reporting, which is included in Part II, Item 8 of this Annual Report on Form 10-K.

Changes in 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.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures

It should be noted that any system of controls, however well designed and operated, can provide only reasonable assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected.

Other Information

4 unchanged sentences

Non-Rule 10b5-1 (2)

Total Shares to be Sold Expiration Date

Jocelyn Carter-Miller ,

Adoption November 27, 2024 (3)

X 20,000 October 8, 2025

Total Shares of Common Stock to be Sold

Expiration Date

Kurtis Binder ,

Chief Financial Officer and Chief Operating Officer

Termination December 13, 2024 (4)

X 131,213 December 13, 2024

November 28, 2025

(3) X 140,000 (4) July 3, 2026

_________________________

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.

(4) This plan covers shares underlying certain of Mr.

Binder’s equity awards.

With respect to one such equity award, this plan is designed to sell the lesser of (i) a certain specified number of shares and (ii) a specified percentage of the net shares underlying such equity award delivered after tax withholding (and the actual number of shares to be sold will depend on state and federal tax rates applicable on the relevant vesting date).

With respect to all of the equity awards in this plan, Mr.

Binder has designated certain target prices for the sale of shares, and if our stock is not trading at or above such target prices, the shares cannot be sold.

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 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.

The current version of our Code of Ethics can be found on our Internet site at http://www.arlo.com.

Additional information required by this Item regarding our Code of Ethics is incorporated by reference to the information contained in the section captioned “Code of Business Conduct and Ethics” in our Proxy Statement.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our website at http://www.arlo.com within four business days following the date of such amendment or waiver.

The information required by this item and not set forth below is incorporated by reference to our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025 (the “Proxy Statement”), under the captions “Election of Directors” and “Directors, Executive Officers and Corporate Governance.”

We have adopted a code of business ethics (“Code of Ethics”) that applies to all of our directors, officers and employees, including the principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.

The Code of Ethics is available upon written request to the General Counsel and is located on the “Investor Relations” section of our website at http://www.arlo.com.

If we amend or grant any waiver from a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, we intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding such amendment or waiver by posting such information on our website at http://www.arlo.com within four business days following the date of such amendment or waiver.

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.

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

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

Certain Relationships and Related Transactions, and Director Independence

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.”

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

Principal Accountant Fees and Services

12 unchanged sentences

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Comprehensive Loss for the three years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2025, 2024 and 2023

16 unchanged sentences

10-K 2/26/2021 4.2

Master Separation Agreement, by and between NETGEAR, Inc.

and Arlo Technologies, Inc.

dated as of August 2, 2018

8-K 8/7/2018 10.1

Transition Services Agreement, by and between NETGEAR, Inc.

and Arlo Technologies, Inc.

dated as of August 2, 2018

8-K 8/7/2018 10.2

Tax Matters Agreement, by and between NETGEAR, Inc.

and Arlo Technologies, Inc.

dated as of August 2, 2018

8-K 8/7/2018 10.3

Employee Matters Agreement, by and between NETGEAR, Inc.

and Arlo Technologies, Inc.

dated as of August 2, 2018

8-K 8/7/2018 10.4

Intellectual Property Rights Cross-License Agreement, by and between NETGEAR, Inc.

and Arlo Technologies, Inc.

dated as of August 2, 2018

8-K 8/7/2018 10.5

Registration Rights Agreement, by and between NETGEAR, Inc.

4 unchanged sentences

8-K 8/7/2018 10.7

Confirmatory Employment Letter with Christine Gorjanc

8-K 8/7/2018 10.8

Confirmatory Employment Letter with Patrick Collins

8-K 8/7/2018 10.9

Confirmatory Employment Letter with Brian Busse

17 unchanged sentences

10-K 3/2/2022 10.23

Confirmatory Employment Letter with Gordon Mattingly

10-Q 8/6/2020 10.2

Form of Change in Control and Severance Agreement for non-CEO Executive Officers

10-Q 8/6/2020 10.3

Sublease, by and between Arlo Technologies, Inc.

and Vocera Communications, Inc., dated as of May 25, 2021

10-Q 8/5/2021 10.1

Performance Stock Unit Award under 2018 Equity Incentive Plan to Matthew McRae, dated September 9, 2021

26 unchanged sentences

2018 Equity Incentive Plan, as amended

8-K 8/26/2022 10.2

10-Q 11/6/2025 10.1

Form of Retention Agreement

8 unchanged sentences

10-Q 8/8/2024 10.1

F orm of Amendment to Retention Agreement

Form of Amendment to Retention Agreement

11/7/2024 10.1

I nsider Trading Policy

Insider Trading Policy

2/27/2025 19.1

List of subsidiaries and affiliates

50 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