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) April 1, 2024 - April 28, 2024 6,358 $ 15.70 — 1.7 April 29, 2024 - May 26, 2024 915,494 $ 12.82 765,069 0.9 May 27, 2024 - June 30, 2024 43,193 $ 13.85 34,769 0.9 Total 965,045 $ 12.88 799,838 (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. On July 16, 2024, the Board of Directors authorized management to repurchase up to 3.0 million shares of our outstanding common stock, incremental to the remaining shares under our previous repurchase program. (2) During the three months ended June 30, 2024, we repurchased and retired, as reported on trade date, approximately 165,000 shares of common stock at a cost of approximately $2.4 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 None. 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 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 67 Table of Contents 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 # 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. 68 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: August 2, 2024 69