NETGEAR, INC. 10-Q

Item 2. Unregistered Sales of Equity S ecurities and Use of Proceeds (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) January 1, 2024 - January 28, 2024 — $ — — 2.5 January 29, 2024 - February 25, 2024 615,427 $ 14.48 587,956 1.9 February 26, 2024 - March 31, 2024 199,225 $ 14.98 195,043 1.7 Total 814,652 $ 14.61 782,999 (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 March 31, 2024, we repurchased and retired, as reported on trade date, approximately 32,000 shares of common stock at a cost of approximately $0.5 million to facilitate tax withholding for Restricted Stock Units. Item 3. Defaults Upon Se nior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Inf ormation Insider Trading Arrangements During the three months ended March 31, 2024 , 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 Heidi B. Cormack , Chief Marketing Officer Adopted 2/12/2024 Yes Net shares resulting from the vesting of 18,750 (gross) RSUs N/A 8/30/2024 Shravan K. Goli , Director Adopted 2/27/2024 Yes 50% of net shares resulting from the vesting of 14,064 (gross) RSUs N/A 7/31/2024 Tamesa T. Rogers , Chief People Officer Adopted 2/26/2024 Yes Up to 47,605 shares N/A 5/30/2025 Thomas H. Waechter , Director Adopted 2/29/2024 Yes Up to 7,991 shares N/A 2/28/2025 * 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. 65 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+ 2024 Inducement Equity Incentive Plan and forms of agreement thereunder 8-K 2/14/2024 10.1 10.2+ 2016 Equity Incentive Plan, as amended, and forms of agreement thereunder 10-K 2/16/2024 10.2 10.3+ Executive Succession and Advisory Services Agreement, dated January 30, 2024, between the registrant and Patrick C.S. Lo X 10.4+ Offer Letter, dated January 30, 2024, between the registrant and Charles (CJ) Prober X 10.5+ Form of Change in Control and Severance Agreement (Chief Executive Officer) 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 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. 66 Table of Contents * Included in Interactive Data File covered by Exhibit 101. 67 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: May 3, 2024 68