Prober Charles J. 4
4 · NETGEAR, INC. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
NETGEAR (NTGR) CEO Charles Prober Exercises PRSUs, Withholds Shares
What Happened
- Charles J. Prober, CEO of NETGEAR, received 157,714 shares upon conversion/vesting of performance-based restricted stock units (PRSUs) on January 31, 2026. The issuer withheld 85,087 shares and 61,790 shares (total 146,877) to satisfy tax withholding obligations; those withholdings are reported as dispositions with aggregate value of about $3,071,198 (85,087 x $20.91 = $1,779,169; 61,790 x $20.91 = $1,292,029). Net new shares retained by the insider from this vesting were 10,837 shares (157,714 - 146,877).
Key Details
- Transaction date: 2026-01-31; Form 4 filed: 2026-02-03 (timely filing).
- Conversion/Exercise code: M (exercise/conversion of derivative — PRSUs converted into common stock on a one-for-one basis per footnote).
- Withholding code: F (shares withheld to satisfy tax liability), reported at $20.91 per share.
- Shares acquired: 157,714; shares withheld/disposed for taxes: 146,877; net increase to beneficial ownership: 10,837 shares.
- Footnotes: PRSUs were granted under the Company’s 2024 Inducement Plan and vested based on performance exceeding target for the period ending 12/31/2025. Withholdings represent issuer share retention to cover tax obligations.
- Shares owned after transaction: not specified on the supplied excerpt of the Form 4.
Context
- This was a vested performance award conversion (not an open-market sale). The reported disposals are share withholdings to cover taxes (code F), not indicative of an open-market cash sale. The conversion/vesting is reported as an exercise/conversion of a derivative (code M) because PRSUs converted into common stock.
Insider Transaction Report
Form 4
NETGEAR, INC.NTGR
Prober Charles J.
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-01-31+157,714→ 767,750 total - Tax Payment
Common Stock
[F2]2026-01-31$20.91/sh−85,087$1,779,169→ 682,663 total - Tax Payment
Common Stock
[F3]2026-01-31$20.91/sh−61,790$1,292,029→ 620,873 total - Exercise/Conversion
Performance Restricted Stock Units
[F4][F1][F5]2026-01-31−157,714→ 151,940 total→ Common Stock (157,714 underlying)
Footnotes (5)
- [F1]Common stock issued on vesting and conversion of Performance-Based Restricted Stock Units ("PRSUs") granted under the Company's 2024 Inducement Plan, based on achievement in excess of target performance-based vesting conditions for the performance period ending on December 31, 2025.
- [F2]Represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of PRSUs reported in Table II of this form 4.
- [F3]Represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of previously reported restricted stock units.
- [F4]PRSUs convert into common stock on a one-for-one basis.
- [F5]1/3rd of the PRSUs will be allocated to a Performance Period (PP) beginning on the date that Participant commenced employment with the Company and ending on December 31, 2024; 1/3rd of the PRSUs will be allocated to a PP beginning on January 1, 2025, and ending on December 31, 2025; and 1/3rd of the PRSUs will be allocated to a PP on January 1, 2026, and ending on December 31, 2026 based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix during the applicable Performance Period or Adjusted Performance Period, or (ii) pursuant to the "True-Up" section in the Performance Matrix. 100% of the Eligible PRSUs (if any) for each Tranche will vest on the anniversary of the Vesting Commencement Date that immediately follows the end of the Performance Period that relates to that Tranche, provided that Participant continues to be a Service Provider through that Vesting Date.
Signature
/s/ Kirsten Daru, Attorney-in-Fact|2026-02-03