GENERAL INFORMATION

The enclosed Proxy is solicited on behalf of the Board of Directors of NETGEAR, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders. The Board of Directors has made these materials available to you on the Internet or in printed proxy materials in connection with the solicitation of proxies for use at its 2026 Annual Meeting of Stockholders, which will take place at 10:00 a.m. Pacific Time on Thursday, May 28, 2026. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NTGR2026. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction form. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/NTGR2026. Please be sure to check in by 9:45 a.m. Pacific Time on May 28, 2026, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. You will not be able to attend the Annual Meeting in person. If you attend the Annual Meeting online, you will be able to vote and submit questions at www.virtualshareholdermeeting.com/NTGR2026.

This proxy statement contains important information regarding our Annual Meeting. Specifically, it identifies the proposals on which you are being asked to vote, provides information you may find useful in determining how to vote and describes the voting procedures.

We use several abbreviations in this proxy statement. We may refer to our Company as “NETGEAR,” “we,” “us” or “our.” The term “proxy materials” includes this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, as well as the proxy or voter instruction card if you received or requested printed proxy materials.

We are mailing the proxy materials on or about April 16, 2026 to all of our stockholders as of the record date, March 30, 2026. Stockholders who owned NETGEAR common stock at the close of business on March 30, 2026 are entitled to attend and vote at the Annual Meeting. A list of our record stockholders as of the close of business on the record date will be made available at our headquarters located at 3553 North First Street, San Jose, California 95134, during normal business hours for 10 days prior to the meeting. To access the list of record stockholders beginning May 18, 2026 and until the meeting, stockholders should email [email protected]. A stockholder may examine the list for any legally valid purpose related to the meeting. On the record date, approximately 27,343,499 shares of our common stock were issued and outstanding and no shares of our preferred stock were issued and outstanding. We had 66 stockholders of record as of the record date and our common stock was held by approximately 19,000 beneficial owners.

You may also view this proxy statement, as well as our Annual Report on Form 10-K for the year ended December 31, 2025, online at the following address: www.proxyvote.com.

Notice of Internet Availability of Proxy Materials

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to the proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to some of our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the proxy materials and on the website referred to in the Notice. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

Voting Procedures

As a stockholder, you have the right to vote on certain business matters affecting us. The three (3) proposals that will be presented at the Annual Meeting, and upon which you are being asked to vote, are discussed in the sections entitled “Proposal One” through “Proposal Three” below. Each share of NETGEAR common stock you own entitles you to one vote.

On each matter to be voted upon, you have one vote for each share of common stock you owned as of March 30, 2026.

Methods of Voting

Voting by Mail. If you received or requested printed proxy materials, then by signing and returning the proxy or voter instruction card according to the enclosed instructions, you are enabling our Chief Executive Officer, Charles (CJ) Prober, and our Chief Financial Officer, Bryan D. Murray, who are named on the proxy as “proxies and attorneys-in-fact,” to vote your shares as proxy holders at the Annual Meeting

in the manner you indicate. We encourage you to sign and return the proxy or voter instruction card even if you plan to attend the Annual Meeting. In this way, your shares will be voted even if you are unable to attend the Annual Meeting.

Your shares will be voted in accordance with the instructions you indicate on the proxy or voter instruction card. If you submit the proxy or voter instruction card, but do not indicate your voting instructions, your shares will be voted as follows:

Voting over the Internet or by Telephone. If you received the Notice (as described above), you can vote by proxy over the Internet or by telephone by following the instructions provided on the Notice.

Voting Electronically at the Annual Meeting. If you plan to attend the virtual Annual Meeting, you may vote your shares electronically by using the 16-digit control number on your Notice, proxy card, or voting instruction form and following the instructions at www.virtualshareholdermeeting.com/NTGR2026. If you have already voted previously by telephone or Internet, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/NTGR2026. You may log-in beginning at 9:45 a.m. Pacific Time, on Thursday, May 28, 2026.

To reduce the expenses of delivering duplicate voting materials to our stockholders who may have more than one NETGEAR stock account, we are delivering only one set of the voting materials to certain stockholders who share an address unless otherwise requested. For stockholders receiving printed proxy materials, a separate proxy card is included in the voting materials for each of these stockholders. If you share an address with another stockholder and have received only one set of voting materials, you may request a separate copy of these materials at no cost to you by writing our Corporate Secretary at NETGEAR, Inc., 3553 North First Street, San Jose, California 95134, or calling our Corporate Secretary at (408) 907-8000. For future annual meetings, you may request separate voting materials, or request that we send only one set of voting materials to you if you are receiving multiple copies, by writing or calling our Corporate Secretary. You may receive a copy of NETGEAR’s Annual Report on Form 10-K for the year ended December 31, 2025 including the Consolidated Financial Statements, schedules and list of exhibits, and any particular exhibit specifically requested by sending a written request to NETGEAR, Inc., 3553 North First Street, San Jose, California 95134, Attn: Corporate Secretary.

Revoking Your Proxy

You may revoke your proxy at any time before it is voted at the Annual Meeting. In order to do this, you may do any of the following:

Quorum Requirement

A quorum, which is a majority of our outstanding shares entitled to vote at the Annual Meeting, must be present in order to hold the Annual Meeting and to conduct business. Your shares will be counted as being present at the Annual Meeting if you attend the Annual Meeting, if you vote over the Internet, or if you submit a properly executed proxy or voter instruction card.

Votes Required for Each Proposal

The vote required, and method of calculation for the proposals to be considered at the Annual Meeting, are as follows:

Proposal One - Election of Directors. You may vote “for,” “against” or “abstain” from voting for any or all of the six (6) director nominees. Pursuant to our Bylaws, in an uncontested election, a nominee for director will be elected to the Board of Directors if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election. Pursuant to our Corporate

Governance Guidelines, our Board of Directors will nominate for election or re-election as Directors only candidates who have tendered, in advance of such nomination, an irrevocable, conditional resignation that will be effective only upon both (a) the failure to receive the required vote (as described in the preceding sentence) at the next stockholders’ meeting at which they face re-election and (b) the Board of Directors’ acceptance of such resignation. If a nominee for director fails to receive the required number of votes for re-election, pursuant to our Bylaws, our Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors within 45 days of the Annual Meeting as to whether to accept or reject such director’s previously tendered resignation or whether other action should be taken. Thereafter, Board of Directors will promptly consider and act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following the Annual Meeting and will promptly publicly disclose such decision. The election of directors pursuant to this proposal is an uncontested election, and therefore, this majority voting standard applies.

Proposal Two - Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm will require the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. You may vote “for,” “against,” or “abstain” from voting on this proposal.

Proposal Three - Approval of the Non-Binding Advisory Proposal Regarding Executive Compensation. Approval of the non-binding advisory proposal regarding executive compensation will require the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal. You may vote “for,” “against,” or “abstain” from voting on this proposal.

Abstentions

If you return a proxy or voter instruction card that indicates an abstention from voting on all matters, the shares represented will be counted as present for the purpose of determining a quorum, but they will not be voted on any matter at the Annual Meeting. Consequently, if you abstain from voting on Proposals Two or Three, your abstention will have the same effect as a vote against such Proposal(s). Your abstention will have no effect on the election of the director nominees in Proposal One as abstentions are not considered votes cast.

Broker Non-Votes

When a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other nominee as to how to vote on matters deemed to be “non-routine,” the broker cannot vote the shares on that proposal. When there is at least one “routine” matter that the broker, bank or other securities intermediary votes on, the shares that are un-voted on “non-routine” matters are counted as “broker non-votes.” Broker non-votes are counted for the purpose of determining the presence or absence of a quorum but are not counted for determining the number of votes cast for or against a proposal.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors (Proposal One) and the approval of the advisory vote regarding our executive compensation (Proposal Three). If you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote for Proposal One or Proposal Three, no votes will be cast on your behalf for those Proposals, as applicable.

Your bank, broker or other nominee will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm (Proposal Two).

Proxy Solicitation Costs

We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing and mailing of proxy materials. We expect our Corporate Secretary, Kirsten Daru, to tabulate the proxies and act as inspector of the election. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Our directors, officers and employees may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

Deadline for Receipt of Stockholder Proposals or Director Nominations for 2027 Annual Meeting

As a stockholder, you may be entitled to present proposals for action at a forthcoming meeting if you comply with the requirements of the proxy rules established by the Securities and Exchange Commission. Proposals by our stockholders intended to be presented for consideration at our 2027 Annual Meeting must be received by us no later than December 17, 2026, in order that they may be included in

the proxy statement and form of proxy related to that meeting. The submission of the stockholder proposal does not guarantee that it will be included in our 2027 proxy statement.

In addition, our amended and restated bylaws establish an advance notice procedure with regard to specified matters, including stockholder proposals and director nominations, which are proposed to be properly brought before an annual meeting of stockholders. To be timely, a stockholder’s notice shall be delivered by January 28, 2027 in connection with our 2027 Annual Meeting. In the event that no annual meeting was held in the previous year or the date of the annual meeting is changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder must be received not later than the 10th business day following the day notice of the date of the meeting was mailed or public disclosure was made, whichever occurs first.

In 2016, we amended our amended and restated bylaws to permit a stockholder, or group of up to 50 stockholders, owning continuously for at least three years shares of our common stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in our proxy statement director nominees constituting up to the greater of two directors or 20% of the total number of directors then serving on our Board of Directors, provided that the stockholder(s) and nominee(s) satisfy the requirements specified in our amended and restated bylaws. Notice of such “proxy access” director nominees for our 2027 Annual Meeting must be received no earlier than November 17, 2026 and no later than December 17, 2026.

In addition to satisfying the deadlines in the "advance notice" provisions of our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than NETGEAR’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

A stockholder’s notice shall include the information required by our amended and restated bylaws. A copy of the full text of our amended and restated bylaws is available in the investor relations section of our website at www.netgear.com. Proposals or nominations should be sent to our Corporate Secretary, c/o NETGEAR, Inc., 3553 North First Street, San Jose, California 95134.

Voting Results

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Stockholder Communications to Directors

Stockholders may communicate directly with any of our directors by writing to them c/o NETGEAR, Inc., 3553 North First Street, San Jose, California 95134. Unless the communication is marked “confidential,” our Corporate Secretary will monitor these communications and provide appropriate summaries of all received messages to the Chairperson of our Nominating and Corporate Governance Committee. Any stockholder communication marked “confidential” will be logged as “received” but will not be reviewed by the Corporate Secretary. Such confidential correspondence will be immediately forwarded to the Chairperson of the Nominating and Corporate Governance Committee for appropriate action. Where the nature of a communication concerns questionable accounting or auditing matters, such communication will be directed to the Audit Committee and our Corporate Secretary will log the date of receipt of the communication as well as (for non-confidential communications) the identity of the correspondent in the Company’s records.

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

NETGEAR’s Board of Directors currently consists of seven (7) directors. Bradley L. Maiorino will not stand for re-election to the Board at the Annual Meeting. The six (6) nominees for election at the Annual Meeting are Charles (CJ) Prober, Sarah S. Butterfass, Laura J. Durr, Shravan K. Goli, Laura C. Orvidas, and Janice M. Roberts. All nominees currently serve as directors on our Board and were elected by you at our annual meeting of stockholders in 2025. If elected, they will each serve as a director until the annual meeting of stockholders in 2027, or until their respective successors are elected and qualified or until their earlier resignation or removal. Effective as of the date of the Annual Meeting, the size of the Board will be six (6) directors.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for election of all of the director nominees, all of whom currently serve as directors. In the event the nominees are unable or decline to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. We are not aware that any nominee will be unable or will decline to serve as a director. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as to assure the election of the nominees listed above.

Information Concerning the Nominees and Incumbent Directors

The names of the nominees and certain biographical information about them as of March 30, 2026 are set forth below. In the table below, "C" indicates Chair of the applicable committee and "X" indicates Member of the applicable committee.

Board Skills Matrix

A key objective of the Company is to maintain a Board with a diverse range of expertise, skills, and experience in areas that are relevant to our business and the Board's evolving needs. Each Board Member brings unique strategic insights and perspectives across increasingly complex disciplines companies in our industry need to thrive in today's competitive marketplace.

In addition to the details provided in Director Bios below, the following table summarizes the key qualifications, attributes, skills, and experiences most relevant to the decision to nominate candidates to serve on our Board of Directors. The fact that a specific area of focus or experience is not designated does not mean the Director nominee does not possess that attribute or expertise. Rather, the attributes or

experiences noted below are those reviewed by the Nominating and Corporate Governance Committee and our Board of Directors in making nomination decisions and as part of the Board succession planning process.

Board of Directors’ Recommendation

Board and Committee Meetings

Our Board of Directors held a total of eight meetings during 2025. In addition, we strongly encourage the attendance of members of our Board of Directors at the Annual Meeting. All of our directors attended the 2025 Annual Meeting of Stockholders.

There are no family relationships between any director or executive officer. Our Board of Directors has standing Audit, Compensation and Talent, Cybersecurity, and Nominating and Corporate Governance Committees. Other than Mr. Prober, each member of our Board of Directors meets the applicable independence standards and rules of both the Nasdaq Stock Market and the Securities and Exchange Commission.

In 2025, all of our directors attended at least 95% of the meetings of our Board of Directors and any applicable committee on which they served while they were members of our Board of Directors or the applicable committee.

Audit Committee

Our Board of Directors first adopted a written charter for the Audit Committee in August 2000. A copy of our current amended and restated Audit Committee charter is available in the investor relations section of our website, which is located at https://investor.netgear.com/governance/committee-composition/, by clicking on “Audit”. Our Board of Directors has determined that Ms. Durr is an “audit committee financial expert,” as defined in the rules of the Securities and Exchange Commission. No member of the Audit Committee is an employee of NETGEAR. Our Board of Directors has determined that the Audit Committee consists of the number of independent directors as required under the rules of Nasdaq Stock Market, the Securities Exchange and Commission, and applicable law. Ms. Durr currently serves as Chair of our Audit Committee.

Compensation and Talent Committee

Our Board of Directors first adopted a written charter for the Compensation and Talent Committee in August 2000. A copy of our current amended and restated Compensation and Talent Committee charter is available in the investor relations section of our website, which is located at https://investor.netgear.com/governance/committee-composition/, by clicking on “Compensation and Talent”. Our Board of Directors has determined that all members of the Compensation and Talent Committee meet the non-employee director definition of Rule 16b-3 promulgated under Section 16 of the 1934 Act and the independence standards of the applicable Nasdaq Marketplace Rules. The Compensation and Talent Committee may form and delegate authority to subcommittees (consisting solely of Compensation and Talent Committee members) when appropriate. Ms. Roberts currently serves as Chair of our Compensation and Talent Committee.

Nominating and Corporate Governance Committee

Our Board of Directors formed a Nominating and Corporate Governance Committee and adopted its written charter in April 2004. A copy of our current amended and restated Nominating and Corporate Governance Committee charter is available in the investor relations section of our website, which is located at https://investor.netgear.com/governance/committee-composition/, by clicking on “Nominating and Corporate Governance”. No member of the Nominating and Corporate Governance Committee is an employee of NETGEAR. Our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is deemed an independent director as defined in the rules of Nasdaq Stock Market. Mr. Goli currently serves as Chair of our Nominating and Corporate Governance Committee.

Cybersecurity Committee

Our Board of Directors formed a Cybersecurity Committee in June 2017 and adopted its written charter in August 2017. A copy of our current amended and restated Cybersecurity Committee charter is available in the investor relations section, which is located at https://investor.netgear.com/governance/committee-composition/, by clicking on “Cybersecurity”. No member of the Cybersecurity Committee is an employee of NETGEAR. Mr. Maiorino currently serves as Chair of our Cybersecurity Committee.

Policy for Director Recommendations and Nominations

The Nominating and Corporate Governance Committee considers candidates for Board membership suggested by members of our Board of Directors, management and stockholders. It is the policy of the Nominating and Corporate Governance Committee to consider recommendations for candidates to our Board of Directors from stockholders who have provided the following written information: the candidate’s name; home and business contact information; detailed biographical data and qualifications; information regarding any relationships between the candidate and NETGEAR within the last three years; and evidence of the nominating person’s ownership or beneficial ownership of NETGEAR stock and amount of stock holdings. The Nominating and Corporate Governance Committee will consider persons recommended by our stockholders in the same manner as a nominee recommended by our Board of Directors, individual Board members or management.

In addition, a stockholder may nominate a person directly for election to our Board of Directors at an annual meeting of our stockholders provided they meet the requirements set forth in our amended and restated bylaws and the rules and regulations of the Securities and Exchange Commission related to stockholder proposals. The process for properly submitting a stockholder proposal, including a proposal to nominate a person for election to our Board of Directors at an annual meeting (either for inclusion in our proxy statement via “proxy access” or not for inclusion in our proxy statement), is described above in the section entitled “General Information—Deadline for Receipt of Stockholder Proposals or Director Nominations for 2027 Annual Meeting.”

Where the Nominating and Corporate Governance Committee has either identified a prospective nominee or determines that an additional or replacement director is required, the Nominating and Corporate Governance Committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board of Directors or management. In its evaluation of director candidates, including the members of our Board of Directors eligible for re-election, the Nominating and Corporate Governance Committee considers, among other factors:

It is a key objective of the Company to maintain a Board with a diverse range of expertise, skills, and experiences in areas that are relevant to our business and the Board's evolving needs. Each Board Member brings unique perspectives and strategic insights given their diverse professional backgrounds and experience across increasingly complex disciplines necessary to thrive in today's marketplace.

In connection with its evaluation, the Nominating and Corporate Governance Committee determines whether it will interview potential nominees. After completing the evaluation and review, the Nominating and Corporate Governance Committee may nominate the nominee(s) for election to our Board of Directors.

Corporate Governance Policies and Practices

We maintain a corporate governance page in the investor relations section of our website at www.netgear.com. This website includes, among other items, profiles of all of our directors and officers, charters of each committee of the Board of Directors, our corporate governance guidelines, our code of ethics, the information regarding our whistleblower policy, and our director and officer stock ownership guidelines.

Our policies and practices reflect corporate governance initiatives that are compliant with the listing requirements of the Nasdaq Stock Market and the corporate governance requirements of the Sarbanes-Oxley Act of 2002, including:

Corporate Responsibility

General oversight of the Company's Corporate Responsibility initiatives is the responsibility of the Nominating and Corporate Governance Committee. The other committees, as well as the Board of Directors, oversee Corporate Responsibility topics related to their respective areas of responsibility. Below are some highlights of our Company’s Corporate Responsibility initiatives:

Professional Integrity

Our culture of integrity is one of our most important core values, codified in our Code of Business Ethics and our Anti-Corruption Compliance Policy. We also hold our manufacturing partners and other suppliers to similarly high standards, reflected in our Supplier Code of Conduct. These values are fundamental to how we conduct our business globally.

Supply Chain

We promote equitable, humane treatment within our business and that of our partners. We work with our employees and suppliers closely to resolve any concerns regarding recruitment, working hours, compensation, discrimination, and freedom of association, ensuring a respectful working environment internally and externally. Additionally, NETGEAR maintains a zero-tolerance policy for forced labor and human trafficking. We believe that the best way to manage our supply chain is to work with the cooperation of suppliers through the establishment of clear expectations and protocols. We engage third-party auditors to conduct onsite supplier audits and generate corrective action plans should any exceptions be found. We review all audit findings with the factory’s senior management team. We verify that any specific violations found are remedied within a reasonable period of time.

We adhere to conflict minerals regulations in line with our annual conflict minerals statement.

Data Privacy and Product Security

NETGEAR’s mission is to unleash the full potential of connectivity with intelligent solutions that delight and protect. To achieve this mission, we strive to earn and maintain the trust of our customers by delivering products that help protect the privacy and security of our customers’ data.

We appreciate having security concerns brought to our attention and are constantly monitoring our products to get in front of the latest threats. Being proactive rather than re-active to emerging security issues is a fundamental belief at NETGEAR. NETGEAR strives to keep up to date on the latest security developments by working with security researchers and companies and adopting the AI-powered, including agentic, security tools to fuel and optimize our cyber security framework and operations.

Sustainability

Innovation continues to be the engine of our growth, transformation and reduction of operating expenses. In 2025, NETGEAR developed an approach to corporate environmental responsibility that centers around innovation and adoption of technological and other advancements that enhance operational efficiencies, minimize ongoing operational expenses, while also advancing sustainability. In line with that approach, we have successfully adopted renewable and energy-efficient solutions in our global facilities, incorporated recycled materials in our products and packaging, utilizing shared building design features in our European headquarters in Cork, Ireland and more. Through these investments in innovation, business optimization and long-term reduction in operating expenses, we not only have maintained compliance with applicable laws and regulations, but also neutralized 100% of our direct carbon emissions as reflected in our November 2025 CSR report. We remain committed to assessing, adopting and developing innovations that will further our business transformation, optimize our operations, reduce ongoing operating expenses that, in parallel, ensure compliance with our obligations as they relate to corporate responsibility.

Related Party Transactions

Review, approval or ratification of transactions with related parties

We, or one of our subsidiaries, may occasionally enter into transactions with certain “related parties.” Related parties include our executive officers, directors, nominees for directors, or 5% or more beneficial owners of our common stock and immediate family members of these persons. We refer to transactions in which the related party has a direct or indirect material interest as “related party transactions.” Each related party transaction must be reviewed and approved by the Audit Committee of the Board of Directors prior to the entering into of such transaction.

The Audit Committee considers all relevant factors when determining whether to approve a related party transaction including, without limitation, the following:

2025 Related Party Transactions

We have determined that there were no related party transactions to disclose in 2025.

Indemnification

We have entered into indemnity agreements with our executive officers and directors which provide, among other things, that we will indemnify such executive officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, executive officer or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and our Bylaws. We intend to execute similar agreements with our future executive officers and directors.

Stockholder Engagement

We believe that effective corporate governance should include regular, constructive conversations with our stockholders. We value our stockholders’ continued interest and feedback, and we are committed to maintaining an active dialogue to ensure that we understand our stockholders’ priorities and concerns, particularly with respect to our executive compensation practices and corporate governance policies. We endeavor to be accessible to our stockholders to address questions and concerns as they arise, as well as to proactively conduct outreach efforts. The Company regularly engages in substantial communications and numerous meetings with many of its significant stockholders to discuss the Company’s business strategy, its corporate governance and related efforts. We take feedback seriously, and took meaningful action to fuel the Company's short and long-term success in a manner consistent with the valuable insights and feedback our stockholders shared.

Examples of recent and past outcomes of these stockholder engagement efforts include:

The results of our annual say-on-pay advisory votes have historically demonstrated consistent and significant support for our approach to executive compensation. However, as described further under Compensation Discussion and Analysis below, when our stockholders signal concern in our approach to executive compensation, we seek to understand why and take action that furthers the Company's short and long term success in a manner consistent with stockholder feedback gleaned. We also consistently receive positive feedback from institutional stockholders regarding our corporate governance policies and practices which is similarly valuable in assessing the overall health and robustness of our governance program which the Company regards as critically important. We are committed to continue proactively seeking feedback from our stockholders, both positive and constructive, and to taking it into account when making important decisions.

Board Leadership Structure

Our Corporate Governance Guidelines provide that our Board of Directors may select its Chief Executive Officer and Chair in a manner that it determines to be in the best interest of its stockholders. Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board of Directors and makes such recommendations to our Board of Directors as our Nominating and Corporate Governance Committee deems appropriate.

At this time, our Board of Directors is led by Ms. Roberts, an independent, non-executive Chair. Our Board of Directors believes that separation of the positions of Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, our Board of Directors believes that having an independent Chair further facilitates an environment that is conducive to objective evaluation and oversight of management’s performance and assessment of whether management’s actions are in the best interests of the Company and its stockholders. As a result, our Board of Directors believes that having an independent Board Chair can enhance the effectiveness of the Board as a whole.

Our Chair, Ms. Roberts, has the responsibility of presiding at all executive sessions of the Board of Directors, consulting with the Chief Executive Officer on Board and committee meeting agendas, presiding over any portions of Board of Directors meetings at which the evaluation or compensation of the Chief Executive Officer is presented or discussed, presiding over any portions of Board of Directors meetings at which the performance of the Board of Directors is presented or discussed, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chief Executive Officer and advising him or her on the efficiency of the Board of Directors meetings, and facilitating teamwork and communication between the non-management directors and management.

Risk Management

The Board of Directors has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board of Directors regularly reviews information regarding the Company’s credit, liquidity and operations, as well as the risks related thereto. The Company’s Compensation and Talent Committee is generally responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial risks. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. The Cybersecurity Committee oversees the Company’s management of risks associated with enterprise cybersecurity and related matters. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. In addition, the Company has a Risk Committee that reports to the Board of Directors at least annually regarding its findings on enterprise risk and the Company’s management of this risk. The Risk Committee is led by the Company’s internal audit team and is composed of department heads and leaders across the Company. The Risk Committee meets on a regular basis and reviews enterprise risk across the Company’s various functional groups.

Succession Planning

The Board of Directors oversees succession planning for senior management positions to ensure continuity of leadership and the long-term success of the Company. In 2025, the Board's succession planning was transformation-driven and resulted in successful transitions of senior leaders to support the Company's next phase of growth and success under Mr. Prober's leadership. Now that the Company's transformative leaders are in place, the Board is now focused on the next phase of succession planning including the ongoing evaluation of potential successors for key leadership roles to ensure leadership continuity and long-term success. Consistent with this next stage, the Nominating & Governance Committee is now explicitly charged with conducting an annual review on CEO succession planning and reporting its findings and recommendations to the Board. The Compensation & Talent Committee is charged with evaluating potential successors to non-CEO executive management positions as appropriate and reporting its findings and recommendations to the Board.

Director Compensation

The Compensation and Talent Committee determines and approves non-employee director compensation. On May 29, 2025, in consultation with Frederick W. Cook & Co., Inc., ("FW Cook") an independent third-party compensation consulting firm, we amended our director compensation guidelines to provide for an annual cash retainer of $60,000 for service as the independent Chair of the Board. Under our director compensation guidelines in effect as of May 29, 2025, each non-employee director will receive the following compensation for service on our Board.

Annual Cash Retainers

Each non-employee member of the Board of Directors receives a $50,000 annual retainer. Each non-employee member of the Board of Directors will receive an additional annual retainer for their service as the independent Chair of the Board of Directors, lead independent director of the Board of Directors, and as a member or chairperson of each Board of Directors committee to the extent applicable, as described below:

(1) Until May 2025, the Company's Board Compensation Guidelines entitled the Lead Independent Director of the Board to $30,000 annual cash retainer, but was silent on retainer entitlement for Independent Chair of the Board. After the Board addressed this inadvertent omission upon approving updated Board Compensation Guidelines on May 29, 2025, the Board approved a one-time true-up payment of $40,000 to recognize the services of the Company’s prior Independent Chair of the Board of Directors who had been compensated in accordance with a Lead Independent Director, despite the materially expanded scope of work undertaken successfully as Chair.

All retainers are paid on a quarterly basis following the end of each quarter and are pro-rated, as needed, for partial service during such period.

Equity Compensation

Annual RSU Grant. On an annual basis, each non-employee director is eligible to receive an annual grant of a number of restricted common stock units equal to $200,000 divided by the Nasdaq Stock Market closing price of the Company’s common stock on the date of the annual stockholder meeting (rounded down to the nearest whole share), which will become fully vested on the date of the following year’s annual stockholder meeting.

Initial RSU Grant. Upon joining the Board of Directors, each non-employee director is eligible to receive an initial grant of restricted common stock units, in an amount equal to the value of the annual $200,000 grant pro-rated based on the length of services provided from appointment/election to the Board of Directors until the following annual stockholder meeting. The restricted stock units ("RSUs") will become fully vested on the date of the following year’s annual stockholder meeting.

Continuing Education

In order to encourage continuing director education, the Company also has established a budget for external director education of $7,000 over a two-year period for each director. Directors serving on multiple boards are encouraged to obtain pro-rata reimbursement of their director education expenses from each corporation that they serve. Biennially, the Company arranges a specific continuing education session for the Board of Directors, as a whole, to attend in connection with one of its regularly scheduled meetings.

Travel Expenses

The Company’s non-employee directors are entitled to reimbursement for travel (first-class domestic and business-class international airfare) and other related expenses incurred in connection with their attendance at meetings of the Board of Directors and Board of Directors committees.

Fiscal Year 2025 Director Compensation

The following Director Compensation Table sets forth certain information regarding the compensation of our non-employee directors for the 2025 fiscal year.

Director Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines for our directors and executive officers. The guidelines require our non-employee directors to own shares of NETGEAR common stock, equal in value to a minimum of 5 times the directors’ annual cash retainer, currently $250,000 (5 times $50,000). New directors have a five-year period in which to achieve the required compliance level. Shares owned directly by a director, held in trust for the benefit of the director or their family members, vested shares under any deferred compensation plan or arrangement, and all unvested restricted stock units are counted toward the guidelines. All of our directors were in compliance with the guidelines as of December 31, 2025.

Compensation and Talent Committee Interlocks and Insider Participation

As noted above, the Company’s Compensation and Talent Committee consists of Mr. Goli, Ms. Orvidas and Ms. Roberts. Our Compensation and Talent Committee is responsible for recommending to our Board of Directors salaries, incentives and other forms of compensation for officers and other employees. None of the members of the Compensation and Talent Committee is currently or has been at any time an officer or employee of NETGEAR or a subsidiary of NETGEAR. There were no interlocks or insider participation between any member of the Board of Directors or Compensation and Talent Committee and any member of the Board of Directors or Compensation and Talent Committee of another company.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

In accordance with its charter, the Audit Committee has selected PricewaterhouseCoopers LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2026 and, with the endorsement of our Board of Directors, recommends to stockholders that they ratify that appointment. PricewaterhouseCoopers LLP served in this capacity for the year ended December 31, 2025. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting and will have the opportunity to make a statement if he or she desires to do so and be available to answer any appropriate questions.

Audit and Related Fees

The following table is a summary of the fees billed to us by PricewaterhouseCoopers LLP for professional services for the years ended December 31, 2024 and December 31, 2025:

Audit Fees. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and internal control over financial reporting and review of our quarterly interim consolidated financial statements, as well as services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements.

Tax Fees. Consists of fees billed for professional services including assistance regarding federal, state and international tax compliance and related services, as well as professional services for tax advice and tax planning.

All Other Fees. Consists of fees billed for use of an online accounting research tool and disclosure checklist tool provided by PricewaterhouseCoopers LLP.

Before selecting and prior to determining to continue its engagement for 2026 with PricewaterhouseCoopers LLP, the Audit Committee carefully considered PricewaterhouseCoopers LLP’s qualifications as an independent registered public accounting firm. This included a review of the qualifications of the engagement team, the quality control procedures the firm has established, as well as its reputation for integrity and competence in the fields of accounting and auditing. The Audit Committee’s review also included matters required to be considered under the Securities and Exchange Commission’s rules on auditor independence, including the nature and extent of non-audit services, to ensure that the auditors’ independence will not be impaired. The Audit Committee pre-approves all audit and non-audit services provided by PricewaterhouseCoopers LLP, or subsequently approves non-audit services in those circumstances where a subsequent approval is necessary and permissible. All of the services provided by PricewaterhouseCoopers LLP described under “Tax Fees” and “All Other Fees” were pre-approved by the Audit Committee. The Audit Committee of our Board of Directors has determined that the provision of non-audit related services by PricewaterhouseCoopers LLP is compatible with maintaining the independence of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Board of Directors’ Recommendation

Stockholder ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm is not required by our amended and restated bylaws or other applicable legal requirement. However, our Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our Audit Committee and Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee at its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and in the best interests of our stockholders.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this Report of the Audit Committee of the Board of Directors is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than in NETGEAR’s Annual Report on Form 10-K where it shall be deemed to be furnished, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Audit Committee, which currently consists of Laura J. Durr (Chair), Bradley L. Maiorino, and Sarah S. Butterfass, evaluates audit performance, manages relations with our independent registered public accounting firm and evaluates policies and procedures relating to internal accounting functions and controls. Our Board of Directors first adopted a written charter for the Audit Committee in September 2000 and most recently amended it in October 2025, which details the responsibilities of the Audit Committee. This report relates to the activities undertaken by the Audit Committee in fulfilling such responsibilities.

The Audit Committee members are not professional auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee oversees NETGEAR’s financial reporting process on behalf of our Board of Directors. NETGEAR’s management has the primary responsibility for the financial statements and reporting process, including NETGEAR’s system of internal controls over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025. This review included a discussion of the quality and the acceptability of NETGEAR’s financial reporting and internal control over financial reporting, including the clarity of disclosures in the financial statements.

The Audit Committee also reviewed with NETGEAR’s independent registered public accounting firm, who are responsible for expressing an opinion on the conformity of NETGEAR’s audited financial statements with U.S. generally accepted accounting principles (“GAAP”), their judgments as to the quality and the acceptability of NETGEAR’s financial reporting and such other matters required to be discussed with the Audit Committee under generally accepted auditing standards in the United States, including those described in Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted and as may be amended from time to time by the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm such auditors’ independence from management and NETGEAR, including the matters in such written disclosures required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence.

The Audit Committee further discussed with NETGEAR’s independent registered public accounting firm the overall scope and plans for their audits. The Audit Committee meets periodically with the independent registered public accounting firm, with and without management present, to discuss any significant matters regarding internal control over financial reporting that have come to their attention during the audit, and to discuss the overall quality of NETGEAR’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to our Board of Directors and our Board of Directors approved that the audited financial statements and disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” be included in the Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on February 13, 2026.

Respectfully submitted by:

THE AUDIT COMMITTEE

LAURA J. DURR (CHAIR)

BRADLEY L. MAIORINO

SARAH S. BUTTERFASS

PROPOSAL THREE

APPROVAL OF NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

Executive compensation is an important matter for NETGEAR and our stockholders. At the 2023 Annual Meeting of stockholders, stockholders indicated their preference that the Company solicit a non-binding advisory vote on compensation of the Named Executive Officers, commonly referred to as a “say-on-pay vote,” every year. The Board of Directors has adopted a policy that is consistent with that preference. This proposal gives our stockholders the opportunity to cast an advisory vote to approve compensation to our Named Executive Officers set forth in the Summary Compensation Table.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s Named Executive Officers and the philosophy, policies and practices described in this proxy statement. Our executive compensation programs are driven by the Company's pay-for-performance compensation philosophy to fuel stockholder value by addressing a number of objectives, such as attracting and retaining highly qualified executive officers, rewarding individual contribution and accountability for results, loyalty, teamwork and integrity, and motivating our Named Executive Officers to achieve returns for our stockholders.

We take our say-on-pay vote seriously, and after receiving the results of the 2025 say-on-pay vote, we proactively engaged with stockholders to seek feedback. We listened and designed our 2025 executive compensation program to materially enhance its pay-for-performance elements to drive short and long-term business performance in a manner consistent with our stockholder expectations. As detailed herein, the various elements of our 2025 executive compensation program promote the Company's goal of ensuring that total compensation is tied directly to objective, pre-established business metrics in the interest of optimal business results and maximum value for NETGEAR stockholders.

We urge you to carefully read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement for additional information regarding our executive compensation, including our compensation philosophy and objectives, and the 2025 compensation of the Named Executive Officers.

We request stockholder approval of the compensation of our Named Executive Officers as disclosed pursuant to the requirements of Section 14A of the 1934 Act and the Securities and Exchange Commission’s compensation disclosure rules (which disclosure includes the CD&A, the compensation tables and the narrative disclosures that accompany the compensation tables). Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosure.”

Board of Directors’ Recommendation

As an advisory vote, this proposal is not binding upon the Company. However, the Compensation and Talent Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for Named Executive Officers. The Company intends to conduct an advisory vote to approve the Company’s executive compensation annually. The next such vote would be conducted at our 2027 Annual Meeting of Stockholders.

Executive Officers

LETTER FROM OUR COMPENSATION AND TALENT COMMITTEE CHAIR

Dear Fellow Stockholders:

Thank you for your ongoing support of NETGEAR.

In 2025 we continued to make significant progress with NETGEAR’s multi-year transformation with the leadership of our CEO, CJ Prober. We were pleased to be able to discuss our progress and plans with you throughout the year and during our Investor Day in November where you were able to meet our senior team. In addition, we were able to hold additional meetings with many of you to specifically discuss our Compensation and Talent strategy. We value this ongoing dialogue and appreciate the feedback we received, which we will thoughtfully consider as we continue to evolve our plans.

NETGEAR is continuing to develop a new and innovative approach to further our leadership in providing intelligent networking solutions for businesses and homes, while building a sustainable business and long-term value for our stockholders. Our progress in 2025 reflects the management team’s disciplined execution of a high-performance, pay-for-performance culture across the organization. We implemented advanced systems to evaluate performance of our employees according to detailed, objective performance expectations at every level, calibrated globally to ensure accountability and fairness. Holding our management team and employees to consistently high standards has supported strong operational execution, with revenue and operating margin exceeding guidance, while accelerating progress of our operating model and strategic transformation.

The groundwork laid during our foundational 2024 restructuring set the stage for a landmark year in 2025. Entering the year with a strategically focused team and streamlined channel inventory, we committed to investors that we would grow revenue, expand gross margins and meaningfully reduce our loss position. We were able to exceed those goals with revenue growing by more than $25 million, gross margin improving 920 basis points across the business, and non-GAAP net profitability in each quarter of the year.

Beyond our financial performance, 2025 was a year of meaningful strategic progress that strengthens our outlook for the years ahead. This included our acquisition of Exium to expand our Enterprise managed security offerings and a dedicated AV Professional Services team and partner ecosystem. Our 2025 product launches across Enterprise and Consumer introduced next-level innovation consistent with customer needs, including the Orbi 370 which rounded out our good-better-best product strategy in Consumer at affordable price points. We further advanced our cybersecurity operations and product features, including the roll out of Advanced Router Protection which can identify and block attempts to exploit high severity vulnerabilities before software exists to patch them, and we prioritized our use of AI, including agentic security agents, to further fuel rapid innovation and operational efficiencies.

The Compensation and Talent Committee ("CTC") continues to believe that NETGEAR’s capacity to differentiate ourselves from our competitors is directly linked to the capabilities, skills and experience of our executive leadership and broader team. We have continued to recruit and develop exceptional talent to meet or exceed our transformation goals. In 2025, it became clear that we needed to further evolve our compensation structure to drive rapid execution of our strategy and fuel innovation in the current competitive environment. The CTC continues to be committed to an executive compensation program that supports strategy, rewards performance, and reflects stockholder feedback.

We view say-on-pay votes as an important source of accountability. The results of our 2024 and 2025 advisory votes (71% and 69% respectively) fell short of our high expectations and informed a meaningful reassessment of our program to achieve our mutual goals of enhancing long-term stockholder value.

Following each vote, we conducted substantial stockholder outreach, engaging with stockholders representing a majority of our outstanding shares. Those conversations were candid and deeply informative. Stockholders expressed concern in 2024 about our former

CEO's exit arrangements and potential dilution associated with the Company's transformation efforts. In 2025, stockholders focused more directly on the need for compensation programs and outcomes to be driven by objective, pre-established performance measures, as well as the size and structure of our CEO’s sign-on PSU award, which was a key component of his new hire compensation package, designed to support retention and drive long-term value creation. We took that feedback into account as we designed our strengthened pay-for-performance compensation program that incentivizes rapid innovation, performance and stockholder value creation as well as long-term retention of our new leadership team.

For instance, our 2025 executive compensation program reflects a significant shift in performance-based equity by increasing the PSU component of annual equity awards to 50% across the senior executive team. We have also extended PSU awards at appropriate levels to our management team, resulting in a company-wide pay-for-performance program. Those equity packages are standardized and non-discretionary, based on carefully scrutinized market data across peer companies. Notably, the size and structure of our CEO’s 2024 sign-on grants were intended as a one-time recruitment and retention incentive package. The Company’s 2025 equity awards for executive officers, by contrast, reflect standard long-term incentive packages across the board as described herein with no special features.

We have also enhanced our stock ownership guidelines to require higher ownership levels. These requirements further align our executives' long-term financial interests with those of our stockholders and reinforce the expectation that our executives act as long-term owners. The Company’s 2025 executive officer bonus program similarly entitled participants to cash incentives based on objective, pre-established performance metrics.

We believe these changes improved the structure of our program and our ability to attract, retain and motivate high-quality leaders. We believe that rigorous pay-for-performance design supports our ability to attract executives who are confident in their ability to deliver results. The business results achieved under this evolved compensation framework in 2025 reflect the efficacy of this approach, as described in the Compensation Discussion and Analysis that follows

Finally, and of great importance, as AI and broader technology advancements continue to reshape how work is performed across our industry, and as we progress our broader business transformation, the CTC remains focused on ensuring our talent strategy evolves accordingly. This includes building enterprise-wide capability through attracting, developing, and enabling employees to leverage these technologies effectively in their roles and drive improved business outcomes.

The CTC intends to continue an active dialogue with our stockholders regarding executive compensation. We will continue to evaluate our program in light of market practice, evolving governance expectations, and direct investor feedback. The changes described herein represent a meaningful and durable step toward a program that stockholders, employees and the Board can stand behind with confidence.

We encourage you to read the Compensation Discussion and Analysis and to consider voting in favor of our executive compensation program. On behalf of the Board and CTC, we thank you for your time and attention this year and for your investment in NETGEAR.

Sincerely,

JANICE M. ROBERTS

Chair of the Compensation and Talent Committee

COMPENSATION AND TALENT COMMITTEE REPORT

The material in this Compensation and Talent Committee Report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than in NETGEAR’s Annual Report on Form 10-K where it shall be deemed to be furnished, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Compensation and Talent Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on the Compensation and Talent Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Compensation and Talent Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

THE Compensation and Talent Committee

JANICE M. ROBERTS (CHAIR)

SHRAVAN K. GOLI

LAURA C. ORVIDAS

1 See Annex A for the definition of this metric and a reconciliation to the most directly comparable GAAP financial measure.

2025 Compensation Highlights

Compensation Overview

Our independent CTC makes compensation decisions for our executive officers based on our pay-for-performance philosophy. In designing the 2025 program, the CTC sought to retain and motivate leadership, while placing a substantial portion of compensation at risk based on measurable short-and long-term performance. The CTC also considered stockholder feedback following the 2024 say-on-pay vote through proactive outreach and engagement through early 2025 and made targeted changes intended to strengthen the program’s performance orientation and improve alignment with investor expectations.

The compensation of our NEOs consists of three main elements:

Compensation is based on overall company performance as well as individual role and contributions. We generally seek to position total compensation for NEOs at or near the median for our Peer Group, while calibrating pay levels based on scope, experience, performance, retention considerations and internal equity. We believe this approach supports our ability to attract and retain talent in a competitive environment and reinforces accountability for driving operating performance and long-term value creation.

Executive Compensation Practices

Our CTC emphasizes the following best practices in compensation-related governance:

General Compensation Philosophy

Executive Compensation Philosophy

We compete in an aggressive and dynamic industry and our ability to attract, motivate and retain high caliber employees, particularly senior managers, sales personnel and technical personnel, is critical to our success.

Our compensation philosophy is to support that objective through a pay program that rewards performance, promotes accountability, and aligns executive interests with those of stockholders. The program is designed to attract and retain highly qualified executives, reward strong team and individual performance, reinforce our values and culture, and encourage disciplined execution against both short- and long-term priorities. Our CTC, as well as the Board of Directors, does not believe that our compensation policies encourage excessive risk taking. Rather, our programs are geared for short and long-term performance based on objective, pre-established metrics and are structured to support value creation over the long term. Our executive compensation program impacts all of our employees by setting general levels of compensation and helping to create an environment of goals, rewards and expectations.

We believe that the compensation of our executives should reflect their success in attaining key operating objectives, such as growth of sales, revenues (including recurring subscription revenues), operating margins, and earnings per share, market share, long-term competitive advantage and, ultimately, in attaining and sustaining an increased market price for our common stock. In evaluating our executives' performance, the CTC considers Company results in light of the broader economic industry and competitive environment. We do not design compensation to reward short-term stock price movements; instead, we seek to align realized pay with sustained operating performance and long-term stockholder value creation.

Say-on-Pay Advisory Vote Results and Stockholder Engagement

We hold an annual stockholder advisory vote on our executive compensation program, commonly referred to as a say-on-pay vote. From our first say-on-pay vote in 2011, through our 2023 Annual Meeting, support averaged approximately 97%. Support declined to approximately 71% at our 2024 Annual Meeting and to approximately 69% at our 2025 Annual Meeting. These results were below the expectations of the Company and our Board of Directors and the CTC viewed those results as a signal that aspects of our program required further refinement.

Following the 2024 say-on-pay vote, and prior to making executive compensation decisions for 2025, we conducted a broad stockholder outreach effort to discuss executive compensation design updates and our proposed 2025 Equity Incentive Plan (the “2025 Plan”) that would be submitted for stockholder approval at our 2025 Annual Meeting. We engaged with stockholders who collectively held more than 56% of our outstanding shares and held meetings with stockholders who collectively held greater than 38% of our outstanding shares. After careful consideration of feedback received, the evolving needs of our business, and market trends in compensation practices, the CTC took action to strengthen the performance orientation of the 2025 program. Among other changes, the CTC increased our use of PSUs in annual equity grants, maintained objective and pre-established metrics in our annual incentive program, awarded PSUs without true-up features, and enhanced our stock ownership guidelines. The CTC believes these actions materially improved alignment between pay outcomes, performance, and stockholder interests.

Additionally, following the 2025 say-on-pay vote, we further engaged with stockholders collectively representing more than 60% of our outstanding shares and held meetings with stockholders who collectively held greater than 41% of our outstanding shares. Ms. Roberts, our Chairperson and the Chair of our CTC, participated in a majority of these meetings together with members of management. During these engagements, stockholders emphasized the importance of non-discretionary pay-for-performance frameworks for both annual and

long-term incentives during a pivotal period in the Company’s transformation. Stockholders also focused on the structure of our CEO’s sign-on PSU award and the size of his sign-on equity awards. We believe the changes incorporated into our 2025 executive compensation program directly address this feedback.

Our CTC and Board of Directors value direct stockholder feedback and expect it to remain an important factor in future compensation decisions.

Designing a Competitive Compensation Package

To recruit and retain executives, we provide a compensation package that is intended to be market competitive and performance-oriented. Our CTC is responsible for reviewing our executive compensation plans, policies, and programs and approving those it deems appropriate. In general, the CTC seeks to position target total compensation for executives, which consists of base salary and benefits, annual cash incentive and long-term incentive awards, at or near the median of the Peer Group.

For 2025 compensation comparison purposes, the Peer Group was reviewed in January 2025 by FW Cook, the CTC’s independent compensation consultant, with input from management and our CTC. Following that review, the CTC determined that the Peer Group used for 2024 remained appropriate for 2025. Accordingly, the Peer Group for 2025 consisted of the following 17 U.S. publicly traded companies from the computer peripheral, communications equipment, and consumer electronics industries with generally comparable revenue and market capitalization.

At the time of review in January 2025, the Peer Group had a median revenue of approximately $896 million and a median market capitalization of approximately $1.45 billion. Relative to the Peer Group at the time of review, the Company ranked at approximately the 30th percentile by revenue (trailing four quarters) and at the 31st percentile by market capitalization.

The CTC reviews both individual elements of compensation as well as total direct compensation compared to the Peer Group. Direct comparisons are not always possible due to lack of data or different valuation approaches for compensation that is contingent, of uncertain duration or not dollar- or share-based. In those cases, the CTC uses market observations together with judgment rather than relying solely on survey data.

In setting compensation for individual NEOs, the CTC considers the Peer Group data together with tenure, experience, skills, performance, retention considerations, and internal equity. For NEOs other than the CEO, the CTC reviews recommendations from the CEO with input from FW Cook. For the CEO, the CTC develops its own recommendation with the assistance of its independent compensation consultant in executive session without the CEO, or any other member of management, present. The CTC also consults with the other independent members of the Board of Directors regarding CEO compensation, without the CEO or other management present. The CTC then independently reviews and approves compensation for NEOs and other executive officers.

Compensation and Talent Committee Consultant

The CTC engaged FW Cook, an independent compensation consulting firm, to assist with peer group review, market data analysis, and executive and director compensation matters. FW Cook reports directly to the CTC but was authorized by the CTC to work with certain executive officers and employees of the Company. The CTC has assessed FW Cook's independence in accordance with applicable SEC and Nasdaq standards and determined that the firm's work does not pose any conflict of interest. From time to time, FW Cook also reviews our broader compensation practices, including cash and equity incentive programs for non-executive employees. but otherwise provides no other services to the Company.

Compensation Components

Total Compensation

The CTC emphasizes performance-based compensation for our executive team, with a substantial majority of their target total direct compensation—consisting of base salary, target annual cash incentive compensation, and long-term incentive compensation—delivered in at-risk, performance-oriented pay. For 2025, base salary represented, on average, approximately 10% of our NEOs’ pay mix, target annual incentive compensation represented, on average, approximately 9% of our NEOs’ pay mix, and long-term incentive compensation represented, on average, approximately 81% of our NEOs’ pay mix. While we do not have a formal policy allocating between cash and non-cash compensation or between each element of compensation, this weighting reflects the CTC’s view that most executive compensation should be at-risk and tied directly to performance.