NETGEAR, INC. 10-Q

Item 2. Unregistered Sales of Equity S ecurities, Use of Proceeds, and Issuer Purchases of Equity Securities (c) Repurchase of Equity Securities by the Company Period Total Number of Shares Purchased (2) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (In millions) July 3, 2023 - July 30, 2023 — $ — — 2.5 July 31, 2023 - August 27, 2023 36,462 $ 13.64 — 2.5 August 28, 2023 - October 1, 2023 11,079 $ 12.64 — 2.5 Total 47,541 $ 13.41 — (1) From time to time, our Board of Directors has authorized programs under which we may repurchase shares of our common stock, depending on market conditions, in the open market or through privately negotiated transactions. (2) During the three months ended October 1, 2023, we repurchased and retired, as reported on trade date, approximately 48,000 shares of common stock at a cost of approximately $0.6 million to facilitate tax withholding for Restricted Stock Units. Item 3. Defaults Upon Se nior Securities None. Item 4. Mine Safety Disclosures Not applicable. 67 Table of Contents Item 5. Other Inf ormation Insider Trading Arrangements During the three months ended October 1, 2023, our Board of 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 the Company’s securities set forth in the table below. Type of Trading Arrangement Name and Position Action Adoption/Termination Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares of Common Stock to be Sold*** Total Shares of Common Stock to be Purchased Expiration Date Sarah Butterfass , Director Adopted 8/29/2023 Yes 40% of net shares resulting from the vesting of 14,064 (gross) RSUs N/A 6/28/2024 Andrew Kim , Chief Legal Officer Adopted 7/28/2023 Yes 50,220 N/A 7/31/2024 Vikram Mehta , Senior Vice President, SMB Products and Services Modified 8/7/2023 Yes Net shares resulting from the vesting of 26,562 (gross) RSUs and PSUs N/A 8/30/2024 Martin Westhead , Chief Technology Officer, Software Adopted 7/28/2023 Yes 3,066 shares plus net shares resulting from the vesting of 33,226 (gross) RSUs, PSUs and ESPP purchase N/A 8/30/2024 Michael Werdann , Chief Revenue Officer Adopted 9/8/2023 Yes Net shares resulting from the vesting of 25,000 (gross) RSUs and PSUs N/A 9/30/2024 * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act *** Net shares issued with shares withheld to administratively facilitate the withholding and subsequent remittance of personal income and payroll taxes for the vesting of RSUs and PSUs. 68 Table of Contents Item 6. Exhi bits Exhibit Index Incorporated by Reference Exhibit Number Exhibit Description Form Date Number Filed Herewith 3.1 Amended and Restated Certificate of Incorporation of the registrant 10-Q 8/4/2017 3.1 3.2 Amended and Restated Bylaws of the registrant 8-K 4/20/2018 3.2 4.1 Form of registrant's common stock certificate S-1/A 7/14/2003 4.1 10.1+ 2016 Equity Incentive Plan, as amended 8-K 6/5/2023 10.1 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 X + Management contract or arrangement # This certification is deemed to accompany this 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. * Included in Interactive Data File covered by Exhibit 101. 69 Table of Contents SIGNA TURES Pursuant to the requirements 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. NETGEAR, INC. Registrant /s/ BRYAN D. MURRAY Bryan D. Murray Chief Financial Officer (Principal Financial and Accounting Officer) Date: November 3, 2023 70