Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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 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
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.
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Item 9B. Other Information
Trading Arrangements
During the quarter ended December 31, 2025, 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
Kurtis Binder ,
Chief Financial Officer and Chief Operating Officer
Adoption
November 28, 2025
(3) X 140,000 (4) July 3, 2026
_________________________
(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) 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. 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 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.
Item 11. 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 “Director and Executive Compensation”, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.
Item 12. 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 captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”
Item 13. 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 “Directors, Executive Officers and Corporate Governance.”
Item 14. Principal Accountant Fees and Services
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.”
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PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements.
The following consolidated financial statements of Arlo Technologies, Inc. are filed as part of this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data .
Page
Report of Independent Registered Public Accounting Firm
( Deloitte & Touche LLP ; Costa Mesa, California ; PCAOB ID: 34 )
75
Report of Independent Registered Public Accounting Firm
( PricewaterhouseCoopers LLP ; San Jose, California ; PCAOB ID: 238 )
77
Consolidated Balance Sheets as of December 31, 2025 and 2024
78
Consolidated Statements of Operations and Comprehensive Income (Loss) for the three years ended December 31, 2025, 2024 and 2023
79
Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2025, 2024 and 2023
80
Consolidated Statements of Cash Flows for the three years ended December 31, 2025, 2024 and 2023
81
Notes to Consolidated Financial Statements 82
(2) Financial Statement Schedules.
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the consolidated financial statements or the notes to those consolidated financial statements.
(3) Exhibits.
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INDEX TO EXHIBITS
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
4.2
Description of Common Stock of Arlo Technologies, Inc.
10-K 2/26/2021 4.2
10.1
Registration Rights Agreement, by and between NETGEAR, Inc. and Arlo Technologies, Inc. dated as of August 2, 2018
8-K 8/7/2018 10.6
10.2 *
Confirmatory Employment Letter with Matthew McRae
8-K 8/7/2018 10.7
10.3 *
Confirmatory Employment Letter with Brian Busse
8-K 8/7/2018 10.10
10.4 *
Change in Control and Severance Agreement
8-K 8/7/2018 10.11
10.5 *
2018 Employee Stock Purchase Plan
10-K 2/22/2019 10.14
10.6 *
Indemnification Agreement for directors and executive officers
S-1/A 7/23/2018 10.16
10.7
Cooperation Agreement, dated April 30, 2019, by and among Arlo Technologies, Inc. and the VIEX Parties listed therein
8-K 5/1/2019 10.1
10.8 †
Asset Purchase Agreement, by and between Arlo Technologies, Inc. and Verisure S.à.r.l. dated as of November 4, 2019
10-K 2/28/2020 10.23
10.9 †
Supply Agreement, by and between Arlo Technologies, Inc. and Verisure S.à.r.l. dated as of November 4, 2019, as amended on June 23, 2020, November 1, 2021, and December 1, 2021
10-K 3/2/2022 10.23
10.10 *
Form of Change in Control and Severance Agreement for non-CEO Executive Officers
10-Q 8/6/2020 10.3
10.11 *
Performance Stock Unit Award under 2018 Equity Incentive Plan to Matthew McRae, dated September 9, 2021
10-Q 11/10/2021 10.2
10.12
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
10.13 *
Form of Service and Cash Balance Performance-Based Restricted Stock Unit Agreement for Executive Officers
10-Q 5/11/2022 10.1
10.14 *
Form of Service and Stock Market Performance-Based Restricted Stock Unit Agreement for Executive Officers
10-Q 5/11/2022 10.2
10.15 *
Performance Stock Unit Award under 2018 Equity Incentive Plan
10-Q 5/11/2022 10.3
10.16 *
Form of Notice of Stock Option Grant (Change in Control)
10-Q 11/9/2022 10.1
10.17 *
Form of Notice of Stock Option Grant (Global)
10-Q 11/9/2022 10.2
10.18 *
Form of Notice of Grant of Restricted Stock Units (Standard)
10-Q 11/9/2022 10.3
10.19 *
Form of Notice of Grant of NEO Service and Performance-Based Stock Option (IPO Grant)
10-Q 11/9/2022 10.4
10.20 *
Form of Notice of Grant of Restricted Stock Units (Non-Employee Director)
10-Q 11/9/2022 10.5
10.21 *
Form of Notice of Grant of Service and Performance-Based Restricted Stock Units (Cash Balance)
10-Q 11/9/2022 10.6
10.22 *
Form of Notice of Grant of Service and Performance-Based Restricted Stock Units (TSR)
10-Q 11/9/2022 10.7
10.23 *
Employment Offer Letter with Kurt Binder, dated August 23, 2022
8-K 8/26/2022 10.1
10.24 *
Arlo Technologies, Inc. 2018 Equity Incentive Plan, as amended
10-Q 11/6/2025 10.1
10.25 *
Form of Retention Agreement
10-Q 11/9/2022 10.10
10.26 *
Form of Notice of Grant of Performance-Based Restricted Stock Units (Retention Agreement)
10-Q 11/9/2022 10.11
10.27 *
Form of Notice of Grant of Restricted Stock Units (Inducement Award)
10-Q 11/9/2022 10.12
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10.28 *
Form of Notice of Grant of Performance-Based Restricted Stock Units (Inducement Award)
10-Q 11/9/2022 10.13
10.29 *
Amended and Restated Non-Employee Director Compensation Policy
10-Q 8/8/2024 10.1
10.30 *
Form of Amendment to Retention Agreement
8-K
11/7/2024 10.1
19.1
Insider Trading Policy
10-K
2/27/2025 19.1
21.1
List of subsidiaries and affiliates
X
23.1
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
X
23.2
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
X
24.1
Power of Attorney (included on the Signatures page)
X
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
97 †
Arlo Technologies, Inc. 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
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
104 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
* Indicates management contract or compensatory plan or arrangement.
† Pursuant to Item 601(b)(10) of Regulation S-K, certain portions of this exhibit have been omitted by means of marking such portions with asterisks because the Registrant has determined that the information is both not material and is the type that the Registrant treats as private or confidential.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 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: February 26, 2026
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew McRae and Kurtis Binder, and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ MATTHEW MCRAE Chief Executive Officer February 26, 2026
Matthew McRae (Principal Executive Officer)
/s/ KURTIS BINDER Chief Financial Officer and Chief Operating Officer February 26, 2026
Kurtis Binder (Principal Financial and Accounting Officer)
/s/ PRASHANT AGGARWAL Director February 26, 2026
Prashant Aggarwal
/s/ JOCELYN E. CARTER-MILLER Director February 26, 2026
Jocelyn E. Carter-Miller
/s/ RALPH E. FAISON Director February 26, 2026
Ralph E. Faison
/s/ CATRIONA FALLON Director February 26, 2026
Catriona Fallon
/s/ AMY ROTHSTEIN Director February 26, 2026
Amy Rothstein
/s/ GRADY K. SUMMERS Director February 26, 2026
Grady K. Summers
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