NETGEAR, INC.

Note 1. The Company and Basis of Presentation

NETGEAR, Inc. (“NETGEAR” or the “Company”) was incorporated in Delaware in January 1996. The Company is a global provider of networking technologies for businesses, homes, and service providers. The Company delivers a wide range of networking hardware, software, and services designed to enable reliable connectivity and security. Its connected solutions range from switching and wireless products that support audio and video (“AV”) over Ethernet for Pro AV applications and business networks to WiFi networking solutions, security and support services for enterprise and home networks. Additionally, the Company continually invests in research and development to create new technologies and services and to address technological trends such as AV over Ethernet, multi-Gigabit connectivity, WiFi 7, eSIM and future technologies. Its product line enables the creation and extension of wired and wireless networks and includes services that complement and enhance our hardware offerings. These products are available in multiple configurations to address the changing needs of our customers across geographic regions.

The Company sells networking products through multiple sales channels worldwide, including traditional retailers, online retailers, wholesale distributors, direct market resellers (“DMRs”), managed service providers (“MSPs”), broadband service providers and its direct online store atwww.netgear.com.

The accompanying unaudited condensed consolidated financial statements include the accounts of NETGEAR, Inc. and its wholly owned subsidiaries. They have been prepared in accordance with established guidelines for interim financial reporting and the instructions of Form 10-Q and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. The balance sheet dated December 31, 2025, has been derived from audited financial statements at such date. These unaudited condensed consolidated financial statements do not include all of the information and footnotes typically found in the audited consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K. In the opinion of management, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments considered necessary to fairly state the Company's financial position, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the periods indicated. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”).

The Company’s fiscal year begins on January 1 of the year stated and ends on December 31 of the same year. The Company reports its results on a fiscal quarter basis rather than on a calendar quarter basis. Under the fiscal quarter basis, each of the first three fiscal quarters ends on the Sunday closest to the calendar quarter end, with the fourth quarter ending on December 31.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the financial statements, and (iii) the reported amounts of net revenue and expenses during the reported period. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances. As of the date of issuance of these condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ materially from those estimates and operating results for the three and six months ended June 28, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any future period.

Segments

The Company has two reportable segments: Enterprise and Consumer. During 2025, the Company realigned its reportable segments twice. Effective the first quarter of 2025, the Company separated the former Connected Home segment into Home Networking and Mobile, resulting in three reportable segments during the first three fiscal quarters of 2025: NETGEAR for Business, Home Networking, and Mobile. Beginning in the fourth quarter of 2025, the Company combined Home Networking and Mobile into a single Consumer segment and renamed NETGEAR for Business as Enterprise, resulting in the current two reportable segments. These realignments did not affect previously reported consolidated net revenue, income

(loss) from operations, net income (loss) per share, total assets, or stockholders’ equity. Prior-period segment information has been recast to conform to the current presentation. Refer to Note 12, Segment Information for additional information.

Note 2. Summary of Signif icant Accounting Policies

No material changes have been made to the Company’s significant accounting policies disclosed in Note 1, The Company and Summary of Significant Accounting Policies, in Part II, Item 8 “Financial Statements and Supplementary Data” in its Annual Report.

Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which introduces a practical expedient permitting entities to assume that current economic conditions as of the balance sheet date do not change over the remaining life of current accounts receivable and contract assets arising from transactions within the scope of ASC 606, including assets acquired in a business combination. The Company adopted ASU 2025-05 effective January 1, 2026 on a prospective basis. The adoption of this standard did not have a material impact on the Company's financial position, results of operations, or cash flows.

Accounting Pronouncements Not Yet Effective

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which expands the disclosure requirements for specific costs and expenses. ASU 2024-03 is effective for the Company for the year ending December 31, 2027 and early adoption is permitted. Upon adoption, the guidance should be applied retrospectively to all prior periods presented in the financial statements. The Company does not expect that the guidance will have material impacts on its financial position, results of operations or cash flows. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”, which eliminates project stages and requires capitalizing costs when management has committed to funding the project and it is probable of completion. ASU 2025-06 is effective for the Company for its fiscal year and all interim periods beginning January 1, 2028 on a prospective basis. Early adoption is permitted. The Company is evaluating the impact that the updated standard will have on its financial position, results of operations or cash flows.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements”, which amends existing hedge accounting guidance to better align financial reporting with the economics of an entity’s risk management activities. ASU 2025-09 is effective for the Company for its fiscal year and all interim periods beginning January 1, 2027 on a prospective basis. Early adoption is permitted. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.

In May 2026, the FASB issued ASU 2026-02, "Environmental Credits and Environmental Credit Obligations (Topic 818)," which establishes guidance for the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations. ASU 2026-02 is effective for the Company for its fiscal year and all interim periods beginning January 1, 2028. Early adoption is permitted. The Company is evaluating the impact that the updated standard will have on its financial position, results of operations, cash flows and financial statement disclosures.

With the exception of the new standards discussed above, there have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows.

Note 3. Business Acquisition

On June 16, 2025, the Company acquired Exium Inc. (“Exium”), a cybersecurity company focused on Secure Access Service Edge (SASE) platforms, for total purchase consideration of $12.6 million. The acquisition was accounted for using the acquisition method, with $8.7 million allocated to goodwill (within the Enterprise segment) and $4.3 million to intangible assets, of which $4.2 million related to developed technology.

Note 4. Revenue

Revenue from contracts with customers is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Transaction Price Allocated to the Remaining Performance Obligations

Remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancelable backlog. Non-cancelable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced.

The following table summarizes estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of June 28, 2026:

Contract Balances

The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities are recorded when cash payments are received or due in advance of performance. Contract liabilities consist of advance payments and deferred revenue, where the Company has unsatisfied performance obligations. Contract liabilities are classified as Deferred revenue (current portion) and Other non-current liabilities (non-current portion) on the unaudited condensed consolidated balance sheets.

Payment terms vary by customer. The time between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer.

The following table reflects the contract balances:

The difference in the balances of the Company’s contract assets and liabilities as of June 28, 2026 and December 31, 2025, primarily results from the timing difference between the Company’s performance and the customer’s payment. During the six months ended June 28, 2026, $22.7 million of revenue was deferred primarily due to unsatisfied performance obligations for service contracts, $24.4 million of revenue was recognized for the satisfaction of performance obligations and $21.5 million of this recognized revenue was included in the contract liability balance at the beginning of the period. During the six months ended June 29, 2025, $23.5 million of revenue was deferred primarily due to unsatisfied perfor mance obligations for service contracts, $25.0 million of revenue was recognized for the satisfaction of performance obligations and $20.0 million of this recognized revenue was included in the contract liability balance at the beginning of the period.

There were no significant changes in estimates during the period that would affect the contract balances.

Disaggregation of Revenue

In the following tables, net revenue is disaggregated by geographic region andby product category, distinguishing the Company’s service provider and related products from its other products. The Company conducts business across three geographic regions: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific (“APAC”). The tables also include reconciliations of the disaggregated revenue by reportable segment. As disclosed above, effective in the fourth quarter of 2025, the Company operates and reports intwo segments: Enterprise (formerly NETGEAR for Business), and Consumer (comprising the former Home Networking and Mobile segments). Prior-period segment information has been recast to conform to the current presentation. Sales and usage-based taxes are excluded from net revenue.

(1) No individual foreign country represented more than 10% of the Company’s total net revenue in the periods presented.

(2) Service provider and related products net revenue in Consumer Segment included cable net revenue sold through retail. Prior-period amounts have been recast to conform to the current-period presentation.

Note 5. Balance Sheet Components

Available-for-sale investments

Amortized cost and estimated fair market value of investments classified as available-for-sale, excluding cash equivalents, as of June 28, 2026 and December 31, 2025, were as follows:

The contractual maturities on the U.S. treasury securities as of June 28, 2026 are all due within one year. Accrued interest receivable as of June 28, 2026 was $1.2 million and was recorded within Prepaid expenses and other current assets on the unaudited condensed consolidated balance sheet.

There wereno investments classified as available-for-sale in a continuous unrealized loss position for which an allowance for credit losses was not recorded as of June 28, 2026 and December 31, 2025.

In the three and six months ended June 28, 2026 and June 29, 2025, no unrealized losses on available-for-sale securities were recognized in income. The Company does not intend to sell, and it is unlikely that it will be required to sell the investments in an unrealized loss position prior to their anticipated recovery. There wereno other-than-temporary impairments for these securities during the three and six months ended June 28, 2026 and June 29, 2025. Refer to Note 13, Fair Value Measurements, for detailed disclosures regarding fair value measurements.

Inventories

The Company records provisions for excess and obsolete inventory based on assumptions about future demand and market conditions andthe amounts incurred were $1.7 million and $3.6 million for the three and six months ended June 28, 2026, respectively, and $0.8 million and $2.2 million for the three and six months ended June 29, 2025, respectively. While management believes the estimates and assumptions underlying its current forecasts are reasonable, there is a risk that additional charges may be necessary if current forecasts are greater than actual demand.

Property and equipment, net

Intangible Assets, net

Inthe fourth fiscal quarter of 2025, the Company acquired a perpetual software license related to its managed switch products, which is included within Technology intangible assets. The license is accounted for as a finite-lived intangible asset and is amortized on a straight-line basis over its estimated useful life of seven years. The gross carrying amount of the software license intangible asset of$35.4 million includes the present value of fixed deferred payments, the present value of contingent consideration when probable and reasonably estimable, and amount recognized upon the extinguishments of an accrued liability. No adjustments to the gross carrying amount of the software license intangible asset were recorded during the three and six months ended June 28, 2026. Increases in intangible assets not related to the aforementioned software license pertain to the Exium business acquisition. Refer to Note 3, Business Acquisition, for additional details.

Amortization of the intangible assets for the three and six months ended June 28, 2026 was $1.4 million and $2.8 million, respectively, and was not material for the three and six months ended June 29, 2025. The weighted remaining useful life of the intangible assets was approximately 6.3 years as of June 28, 2026.

Other non-current assets

Long-term investments

The Company’s long-term investments are primarily comprised of equity investments without readily determinable fair values and investments in limited partnership funds. The carrying value of the equity investments without readily determinable fair values was $6.1 million as of June 28, 2026 and June 29, 2025, respectively. For such equity investments without readily determinable fair value still held at June 28, 2026, there wereno cumulative downward adjustments for price changes or impairment, and the cumulative upward adjustments for price changes were $0.3 million. Investments in limited partnership funds amounted to $2.7 million as of June 28, 2026, $2.6 million as of June 29, 2025 and December 31, 2025, and $2.3 million as of December 31, 2024, respectively.

Other current accrued liabilities

(1)

Inventory expected to be received from future sales returns amounted to $9.1 million and $10.8 million as of June 28, 2026 and December 31, 2025, respectively. Provisions to write down expected returned inventory to net realizable value amounted to $7.2 million and $7.9 million as of June 28, 2026 and December 31, 2025, respectively.

(2)

The balance represented current deferred consideration related to the acquisition of a perpetual software license. Refer to “Intangible Assets, net” above for additional information.

Other non-current accrued liabilities

(1)

The balance represented non-current deferred consideration related to the acquisition of a perpetual software license. Refer to “Intangible Assets, net” above for additional information.

Note 6. Derivative Financial Instruments

The Company’s subsidiaries have material future cash flows related to revenue and expenses denominated in currencies other than the U.S. dollar, the Company’s functional currency worldwide. The Company executes currency forward contracts that typically mature in less thansix months to mitigate its currency risk, in currencies including Australian dollars, British pounds, euros, Canadian dollars, and Japanese yen. The Company does not enter into derivatives transactions for trading or speculative purposes. The Company’s foreign currency forward contracts do not contain any credit-risk-related contingent features. The Company enters into derivative contracts with high-quality financial institutions and limits the amount of credit exposure to any individual counterparty.

The Company typically executesten cash flow hedges per quarter with maturities undersix months and with an average USD notional amount of approximately $4.3 million that are designated as cash flow hedges.

The Company enters into non-designated hedges that are generally expected to offset the changes in value of its net non-functional currency asset and liability position resulting from foreign exchange rate fluctuations. The Company adjusts its non-designated hedges monthly and typically executes about thirteen non-designated forwards per quarter with maturities less than three months and an average USD notional amount of approximately $2.8 million.

Fair Value of Derivative Instruments

The fair values of the Company’s derivative instruments and the line items on the unaudited condensed consolidated balance sheets to which they were recorded were summarized as follows:

Refer to Note 13, Fair Value Measurements for detailed disclosures regarding fair value measurements. Refer to Note 10, Stockholders’ Equity, for details on the accumulated other comprehensive income (loss) activity related to derivatives and refer to Note 12, Segment Information, for details on gain/(loss), net pertaining to derivatives not designated as hedging instruments that were recognized in Other income (expenses), net.

Note 7. Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. Potentially dilutive common shares include common shares issuable upon exercise of stock options, vesting of Restricted Stock Units (“RSUs”) and performance shares, and issuances of shares under the Employee Stock Purchase Plan (the “ESPP”), which are reflected in diluted net income (loss) per share by application of the treasury stock method. Potentially dilutive common shares are excluded from the computation of diluted net income (loss) per share when their effect is anti-dilutive.

Net income (loss) per share consisted of the following:

Note 8. Income Taxes

The income tax provision for the three and six months ended June 28, 2026 was $0.5 million, or an effective tax rate of (7.6)%, and $1.5 million, or an effective tax rate of (8.2)%, respectively. The income tax provision for the three and six months ended June 29, 2025 was $0.9 million, or an effective tax rate of (15.5)%, and $2.3 million, or an effective tax rate of (22.3)%, respectively. The decreases in income tax expense for the three and six months ended June 28, 2026, compared with the prior-year periods, were primarily attributable to lower income in foreign jurisdictions. During the second fiscal quarter of 2026, the Company also recorded a discrete tax benefit related to the completion of its fiscal 2024 Pillar Two filings. Because the Company maintains a full valuation allowance against its U.S. federal and state deferred tax assets, no tax benefit is recognized on forecasted U.S. tax and its income tax expense continues to be driven primarily by earnings in foreign jurisdictions. The prior-year periods also reflected tax effects associated with the deferred tax liability established for intangible assets recognized in connection with the Exium acquisition.

The Company is under examination in various U.S. and foreign jurisdictions. Due to the uncertain nature of ongoing tax audits, the Company has recorded its liability for uncertain tax positions as a long-term liability, as payments cannot be anticipated over the next twelve months. The possible reduction in liabilities for uncertain tax positions in multiple jurisdictions in the next twelve months is approximately $1.2 million excluding the interest, penalties and the effect of any related deferred tax assets or liabilities.

The Company maintains a full valuation allowance on its U.S. federal and state net deferred tax assets, initially established in the fourth quarter of fiscal 2023. Based on an evaluation of current results as of June 28, 2026 and expectations for the remainder of the year, the Company determined that it continues to not be more likely than not that these deferred tax assets would be realized. Accordingly, no benefit has been recorded for the forecasted U.S. tax loss for the three months ended June 28, 2026. The Company will continue to assess the realizability of its deferred tax assets each reporting period and will adjust the valuation allowance as warranted.

Note 9. Commitments and Contingencies

Purchase Obligations

The Company has entered into various inventory-related purchase agreements with suppliers. Generally, under these agreements,50% of orders are cancelable by giving notice 46 to 60 days prior to the expected shipment date and 25% of orders are cancelable by giving notice 31 to 45 days prior to the expected shipment date. The Company is exposed to lengthening lead times and increasing costs on various components, certain of which are non-cancelable regardless of lead time, and as a result the Company has issued purchase orders to supply chain partners beyond contractual termination periods. As of June 28, 2026, the Company had approximately $67.9 million, as compared to $55.3 million as of December 31, 2025, in short-term non-cancelable purchase commitments with suppliers or where the suppliers had procured unique materials and components upon receipts of the Company’s purchase orders. As of June 28, 2026, $231.8 million of purchase orders beyond contractual termination periods remained outstanding. Consequently, the Company may incur expenses for materials and components, such as chipsets purchased by the supplier to fulfill the purchase order if the purchase order is cancelled. Expenses incurred in respect of cancelled purchase orders have historically not been significant relative to the original order value. For those orders not governed by master purchase agreements, the commitments are governed by the commercial terms on the Company’s purchase orders subject to acknowledgment from its suppliers. The Company establishes a loss liability for all products it does not expect to sell or orders it anticipates canceling for which it has committed purchases from suppliers. Such loss liability, which was $1.9 million as of June 28, 2026 and $0.8 million as of December 31, 2025, was included in Other accrued liabilities on the Company’s unaudited condensed consolidated balance sheets. Losses incurred in relation to purchase commitments, including unique materials and components, were $1.3 million for the three and six months ended June 28, 2026, substantially all of which were incurred in the second fiscal quarter, and $0.2 million and $0.3 million for the three and six months ended June 29, 2025, respectively.

Non-Trade Commitments

As of June 28, 2026, the Company had non-cancelable purchase commitments of $7.4 million pertaining to non-trade activities.

Warranty Obligations

Changes in the Company’s warranty obligations, which is included in Other accrued liabilities on the unaudited condensed consolidated balance sheets, were as follows:

Litigation and Other Legal Matters

From time to time, the Company is involved in disputes, litigation, and other legal actions. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. In such cases, the Company accrues for the amount, or if a range, the Company accrues the low end of the range, only if there is not a better estimate than any other amount within the range, as a component of legal expense within litigation reserves, net. The Company monitors developments in these legal matters that could affect the estimate the Company had previously accrued. In relation to such matters, the Company currently believes that there are no existing claims or proceedings that are likely to have a material adverse effect on its financial position within the next twelve months, or the outcome of these matters is currently not determinable. There are many uncertainties associated with any litigation, and these actions or other third-party claims against the Company may cause the Company to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any intellectual property litigation may require the Company to make royalty payments, which could have an adverse effect in future periods. If any of those events were to occur, the Company’s business, financial condition, results of operations, and cash flows could be adversely affected. The actual liability in any such matters may be materially different from the Company’s estimates, which could result in the need to adjust the liability and record additional expenses.

The Company does not believe that it will incur a material loss for any of its pending litigation matters at this time, and consequently has not established any material loss provisions.

Note 10. Stock holders’ Equity

Stock Repurchases

From time to time, the Company’s Board of Directors has authorized programs under which the Company may repurchase shares of its common stock, depending on market conditions, in the open market or through privately negotiated transactions. Under the authorizations, the timing and actual number of shares subject to repurchase are at the discretion of management and are contingent on a number of factors, such as levels of cash generation from operations, cash requirements for acquisitions and the price of the Company’s common stock. During the six months ended June 28, 2026 and June 29, 2025, the Company repurchased, retired and reported, based on trade date, approximately 1.5 million and 0.5 million shares of common stock, at a cost of approximately $32.9 million and $15.0 million, respectively. On April 22, 2026, the Company’s Board of Directors authorized an incremental $75.0 million for repurchases of the Company’s common stock under the existing repurchase program. As of June 28, 2026, approximately $75.0 million remained authorized for repurchase under the repurchase program.

The Company’s policy related to repurchases of its common stock is to charge the excess of cost over par value to retained earnings. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Restricted Stock Unit Withholdings

The Company withholds shares of its common stock to facilitate the administrative process of withholding and remitting personal income and payroll taxes for individuals receiving RSUs. The Company withheld and reported, based on trade date, approximately 376,000 shares and 370,000 shares of common stock, at a cost of approximately $8.6 million and $9.7 million, during thesix months ended June 28, 2026 and June 29, 2025, respectively.

Accumulated Other Comprehensive Income (Loss)

The following tables set forth the changes in accumulated other comprehensive income (loss) (“AOCI”) by component:

The following table provides details about significant amounts reclassified out of each component of AOCI:

Note 11. Employee Benefit Plans

2025 Equity Incentive Plan

The 2025 Equity Incentive Plan (the “2025 Plan”), adopted by the Board of Directors in April 2025 and approved by stockholders on May 29, 2025, provides for the grant of stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to eligible directors, employees and consultants. The maximum aggregate number of shares issuable under the 2025 Plan is 750,000, plus shares that remained available under the 2016 Equity Incentive Plan (the “2016 Plan”) at the 2025 Plan’s effective date and shares subject to 2016 Plan awards that subsequently expire, are forfeited, or are repurchased by the Company. As of June 28, 2026, approximately 1.3 million shares were reserved and available for future grants under the 2025 Plan.

Time-based RSUs granted generally vest over three years with the first tranche at the end oftwelve months from the vest start date and the remaining vesting quarterly over the remainingtwo years. RSUs do not have an expiration date. Performance-based RSUs granted generally vest at the end of athree-year period if performance conditions are met.

Any shares that are tendered by a participant or retained by the Company as full or partial payment for the purchase of an award or to satisfy tax withholding obligations in connection with an award granted under the 2025 Plan, or under the 2016 Plan after the 2025 Plan became effective, shall again be made available for issuance under the 2025 Plan.

2016 Equity Incentive Plan

Upon effectiveness of the 2025 Plan in May 2025, the 2016 Plan was superseded with respect to new equity award grants. Outstanding awards under the 2016 Plan remain outstanding and continue to be governed by its terms.

2024 Inducement Plan

In February 2024, the Company’s Board of Directors approved 2024 Inducement Equity Incentive Plan (the “2024 Inducement Plan”), under which options, restricted stock awards, RSUs, stock appreciation rights, performance units, performance shares, and other stock or cash awards can be granted to personnel for positions of substantial responsibility. As of June 28, 2026, approxim ately 0.2 million shares were reserved for future grants under the 2024 Inducement Plan.

Employee Stock Purchase Plan

The Company sponsors an Employee Stock Purchase Plan (the “ESPP”). The terms of the plan include a look-back feature that enables employees to purchase stock semi-annually at a price equal to 85% of the lesser of the fair market value at the beginning of the offering period or the purchase date. The duration of each offering period is generally six months. As of June 28, 2026, approximately 1.6 million shares were available for issuance under the ESPP.

Option Activity

Stock option activity was as follows:

Time-Based RSU Activity

Time-based RSU activity was as follows:

Performance-Based RSU Activity

The Company granted performance-based restricted stock units (“PSUs”) under the 2016 Plan, 2024 Inducement Plan and 2025 Plan to its executives with vesting generally occurring at the end of athree-year period if performance conditions are met. The number of PSUs earned and eligible to vest are determined based on achievement of the pre-determined performance or market conditions and the recipients’ continued service with the Company. The number of PSUs to vest could range from 0% to up to 200% of the target shares granted. For PSUs with a performance condition, at the end of each reporting period, the Company evaluates the probability of achieving the performance conditions and records the related stock-based compensation expense based on performance to date over the service period. The stock-based compensation expense relating to PSUs with a market condition is recognized ratably from the service inception date to the vesting date.

PSU activity was as follows:

Valuation and Expense Information

The following table sets forth the stock-based compensation expense resulting from stock options, RSUs (time-based and performance-based) and the ESPP included in the Company’s unaudited condensed consolidated statements of operations:

As of June 28, 2026, $69.2 million of unrecognized compensation cost related to unvested RSUs (time-based and performance-based) expected to be recognized over a weighted-average period of 1.9 years.

Note 12. Segment Information

Operating segments are components of an enterprise about which separate financial information is available and is evaluated quarterly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its CEO as the CODM. The Company operates and reports intwo segments: Enterprise and Consumer. As previously disclosed, during 2025, the

Company realigned its reportable segments twice. Effective the first quarter of 2025, the Company separated the former Connected Home segment into Home Networking and Mobile, resulting inthree reportable segments during the first three fiscal quarters of 2025: NETGEAR for Business, Home Networking, and Mobile. Beginning in the fourth quarter of 2025, the Company combined Home Networking and Mobile into a single Consumer segment and renamed NETGEAR for Business as Enterprise, resulting in the currenttwo reportable segments. The prior-year segment financial information has been recast to conform to the current-year presentation.

•

Enterprise: focuses on small and medium enterprises and provides solutions for audio and video over Ethernet for AV applications, enterprise networking solutions, including wireless local area network (“LAN”) and cloud-managed networking capabilities, software platforms for deployment and remote management, and security offerings, including firewall and SASE functionality, designed to address the networking, security, and manageability requirements of organizations seeking reliable and cost-effective connectivity solutions; and

•

Consumer: focuses on consumers and provides high-performance, dependable and easy-to-use WiFi internet networking solutions such as multi-band WiFi 7 mesh systems and routers, subscription services offering performance, security, privacy and support, and 4G/5G mobile products, including WiFi 7 and WiFi 6/6E-enabled portable mobile hotspots and mobile routers, designed to address the demand for reliable, high-speed connectivity at home and on the go.

The Company believes that this structure reflects its current operational and financial management, with Enterprise and Consumer operating as distinct business units with integrated product development and go-to-market capabilities. The leadership teams of each segment are responsible for sales, marketing, product management, engineering, and customer support activities tailored to their respective markets.

The results of the reportable segments are derived directly from the Company’s management reporting system. The results are based on the Company’s method of internal reporting and are not necessarily in conformity with accounting principles generally accepted in the United States. Management measures the performance of each segment based on several metrics, including segment gross profit and segment contribution income (loss). Segment gross profit consists of segment net revenue less the related segment cost of revenue, where segment cost of revenue excludes stock-based compensation expense and amortization of intangible assets, each of which is managed at the corporate level and reported within unallocated indirect costs below. Segment contribution income (loss) consists of segment net revenue less the related segment cost of revenue, research and development and sales and marketing costs, in each case excluding the corporate-level items described below. Segment contribution income (loss) is used, in part, to evaluate the performance of, and allocate resources to, each of the segments. Certain operating expenses are not allocated to segments because they are separately managed at the corporate level. These unallocated indirect costs include corporate costs, such as corporate research and development, corporate marketing and general and administrative expenses, amortization of intangible assets, stock-based compensation expense, acquisition related expenses, restructuring and other charges, litigation reserves, net, and other income (expenses), net.

Financial information for each reportable segment and a reconciliation of segment contribution income to income (loss) before income taxes is as follows:

(1)

Amounts included interest income of $1.7 million and $3.8 million for the three and six months ended June 28, 2026, respectively, and $3.1 million and $6.4 million for the three and six months ended June 29, 2025, respectively. Amounts also included gain/(loss), net from derivatives not designated as hedging instruments of $0.4 million and $0.8 million for the three andsix months ended June 28, 2026, respectively, and$(2.1) million and $(3.1) million for the three and six months ended June 29, 2025, respectively. For the three and six months ended June 28, 2026, the amount also included$0.6 million and $1.3 million, respectively, of imputed interest expense related to an intangible asset acquisition. For the three and six months ended June 29, 2025, the amount also included gain/(loss), net from foreign currency transactions of $2.4 million and $3.8 million, respectively, and proceeds of $4.7 million from a sale of patents for the six months ended June 29, 2025.

The CODM does not evaluate operating segments using discrete asset information.

Operations by Geographic Region

For reporting purposes, revenue is generally attributed to each geographic region based on the location of the customer.

The following table shows net revenue by geography:

(1)

No individual foreign country represented more than 10% of the Company’s total net revenue in the periods presented.

Long-lived assets by Geographic Region

The following table presents the Company’s long-lived assets located in geographic areas, which consist of property and equipment, net, and operating lease right-of-use assets:

(1)

No individual country other than those presented above represented more than 10% of the Company’s total long-lived assets in the periods presented.

Note 13. Fair Value Measurements

The following tables summarize assets and liabilities measured at fair value on a recurring basis:

(1)

Included in Short-term investments on the Company’s unaudited condensed consolidated balance sheets.

(2)

Included in Prepaid expenses and other current assets on the Company’s unaudited condensed consolidated balance sheets.

(3)

Included in Other accrued liabilities on the Company’s unaudited condensed consolidated balance sheets.

The Company’s investments in money-market funds and mutual funds are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company’s investments in U.S. treasury securities are classified within Level 2 of the fair value hierarchy because they are valued based on readily available pricing sources for comparable or identical instruments in less active markets. The Company’s foreign currency forward contracts are classified within Level 2 of the fair value hierarchy as they are valued using pricing models that consider the contract terms as well as currency rates and counterparty credit rates. The Company verifies the reasonableness of these pricing models using observable market data for related inputs into such models. The Company enters into foreign currency forward contracts with only those counterparties that have long-term credit ratings of A-/A3 or higher. The carrying value of non-financial assets and liabilities measured at fair value in the financial statements on a recurring basis, including accounts receivable and accounts payable, approximate fair value due to their short maturities.

Note 14. Restructuring and Other Charges

The Company accounts for its restructuring plans under the authoritative guidance for exit or disposal activities. Accrued restructuring and other charges are classified within Accrued employee compensation and Other accrued liabilities on the condensed consolidated balance sheets.

Restructuring and other charges recognized in the three and six months ended June 28, 2026 and June 29, 2025 were primarily for severance and other costs in relation to the reorganization of the business. Charges in the current year primarily reflected a new restructuring action initiated in the first quarter of 2026, with the resulting savings intended to be reinvested in the Company’s strategic priorities to support its ongoing transformation. This action consists of severance and related costs incurred in connection with the Company’s efforts to align its cost structure and organizational design, and does not represent a single, defined exit plan with a pre-established total cost. Accordingly, the Company evaluates the total expected costs and cumulative costs incurred to date on an aggregate basis. These costs are managed at the corporate level and are not allocated to, or evaluated by, reportable segment. Restructuring and other charges are presented as a separate line item within operating expenses in the unaudited condensed consolidated statements of operations. Additional costs to be incurred under this restructuring action initiated in the first fiscal quarter of 2026, subsequent to June 28, 2026, are not expected to be material. The vast majority of the liabilities as of June 28, 2026 are expected to be settled by the third fiscal quarter of 2026.

The following table provides a summary of the activity related to accrued restructuring and other charges: