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 March 31, 2025 - April 27, 2025 1,195 $ 24.46 — 3,099,357 April 28, 2025 - May 25, 2025 420,435 $ 27.17 257,861 2,841,496 May 26, 2025 - June 29, 2025 20,679 $ 29.33 — 2,841,496 Total 442,309 $ 27.26 257,861 (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 June 29, 2025, we repurchased, retired, and reported, based on trade date, approximately 184,000 shares of common stock at a cost of approximately $4.6 million to facilitate tax withholding for Restricted Stock Units. Item 3. Defaults Upon Se nior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Inf ormation Insider Trading Arrangements During the three months ended June 29, 2025, 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 Title 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 Pramod Badjate , President and General Manager , NETGEAR for Business Adopted 5/12/2025 Yes Up to 20 % of net shares resulting from the vesting of 82,502 (gross) restricted stock units. N/A 4/30/2026 Shravan Goli , Director Adopted 5/23/2025 Yes Up to 13,803 shares of our common stock resulting from the vested and vesting of restricted stock units N/A 11/15/2025 Bradley Maiorino , Director Adopted 6/10/2025 Yes Up to 13,063 of our common stock resulting from the vested restricted stock units. N/A 5/31/2026 * 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. 71 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 2025 Equity Incentive Plan and forms of agreement thereunder S-8 6/4/2025 99.1 10.2 2003 Employee Stock Purchase Plan, as amended S-8 6/4/2025 99.2 10.3 2024 Inducement Equity Incentive Plan, as amended, and forms of agreement thereunder S-8 6/4/2025 99.3 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 as its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 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. 72 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 1, 2025 73