Item 2. Unregistered Sales of Equity Securities
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
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
January 1, 2026 - January 25, 2026
—
$
—
—
1,487,879
January 26, 2026 - February 22, 2026
—
$
—
—
1,487,879
February 23, 2026 - March 29, 2026
928,778
$
21.53
928,778
559,101
Total
928,778
$
21.53
928,778
(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 April 22, 2026, our Board of Directors authorized an incremental $75.0 million for repurchases of our common stock under the existing repurchase program.
Item 3. Defaults Upon Se nior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Inf ormation
Insider Trading Arrangements
During the three months ended March 29, 2026, 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 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
Laura Durr , Director
Adopted
2/11/2026
Yes
The lesser of a) a total of 3,000 shares (across both batches) or b) 100 % of the net shares resulting from the vesting of 6,761 (gross) restricted stock units.
N/A
6/30/2026
* 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.
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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
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.
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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 1, 2026
71
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.