Prober Charles J. 4

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.