NETGEAR, INC. (NTGR) Business

Item 1. Business

General

We are a global provider of networking technologies for businesses, homes, and service providers. We deliver a wide range of networking hardware, software, and services designed to enable reliable connectivity and security.

Our purpose is to power extraordinary experiences, and our mission is to unleash the full potential of connectivity with intelligent solutions that delight and protect. As part of the ongoing development of our business, we are executing a multi-phase transformation to strengthen execution, reinforce our core businesses, and support long-term growth and margin expansion, while exercising strong operational discipline. The first phase of this transformation, which began in 2024, has been completed and focused on establishing foundational capabilities, including organizational alignment, capital allocation priorities, and operational processes. The second phase, which we are now entering, is focused on strengthening our core businesses through improved execution across product development, go-to-market activities, and cost structure. Subject to market conditions and business performance, a subsequent phase is expected to focus on accelerating growth initiatives, including selective inorganic opportunities.

In the first quarter of 2025, we realigned our business structure by separating the previously disclosed Connected Home segment into two reportable segments: Home Networking and Mobile. Effective January 1, 2025, we operated and reported in three segments for the first three fiscal quarters of 2025: NETGEAR for Business, Home Networking, and Mobile. Beginning on the first day of the fourth fiscal quarter of 2025, we streamlined our operating and reporting structure and returned to two reportable segments: Enterprise (formerly NETGEAR for Business) and Consumer (formerly Connected Home), with Consumer comprising the former Home Networking and Mobile businesses. These realignments align our financial reporting more closely with our then and go-forward business strategy and customer focus. Refer to the Note 12, Segment Information, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K for additional information. The Enterprise segment focuses on small and medium

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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 secure access service edge (“SASE”) functionality, designed to address the networking, security, and manageability requirements of organizations seeking reliable and cost-effective connectivity solutions. The Consumer segment 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. We conduct business across three geographic territories: Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific (“APAC”).

In the years ended December 31, 2025, 2024, and 2023, we generated net revenue of $699.6 million, $673.8 million, and $740.8 million, respectively.

Markets

Our mission is to unleash the full potential of connectivity with intelligent solutions that delight and help protect businesses, consumers, and service providers. Demand for networking solutions continues to be driven by the need for reliable, high-speed connectivity, increasing device density, and growing requirements for security and manageability across a broad range of environments.

The professional audio and video (“AV”) market continues to expand as organizations increase the use of digital displays, video walls, conferencing systems, and other video-intensive applications. As video formats evolve to higher resolutions and greater pixel density, AV deployments require increased network capacity, reliability, and predictable performance. The AV industry is also transitioning from legacy, matrix-based switching architectures to IP-based networking solutions, which offer greater scalability, flexibility, and cost efficiency. While AV systems are increasingly built on IP infrastructure, we design our solutions to simplify IP network setup for AV integrator partners. As a result, networking has become a critical component of modern AV system design, increasing demand for solutions that simplify deployment and support the timing-sensitive requirements of AV traffic.

Small and medium enterprises (“SMEs”) rely on their networks to support mission-critical operations across environments such as education, hospitality, multi-dwelling units, and distributed business locations. These organizations face increasing network complexity driven by growing numbers of connected devices, new applications, and evolving usage patterns, while often operating with limited internal IT resources and constrained budgets. As a result, many SMEs depend on managed service providers for networking and security support. Consequently, demand continues to grow for networking and security solutions that balance reliability, security, ease of deployment, and cost effectiveness, including wireless and wired networking upgrades, cloud-managed networking capabilities, and security solutions such as firewall and SASE functionality.

Our Enterprise segment focuses on addressing the networking and security needs of small and medium enterprises. Our growth priorities for this segment include supporting the transition to IP-based networking for professional AV applications, expanding adoption of cloud-managed networking, and addressing increasing security requirements through solutions such as firewall and SASE functionality. The Enterprise segment also emphasizes solutions that support managed service provider (“MSP”) led deployments and the needs of organizations with limited internal IT resources.

Consumers continue to increase their reliance on networking and mobile connectivity as device density grows and broadband connectivity becomes more central to daily activities. The Consumer market is shaped by connectivity needs across home, smart home, gaming, hybrid work, and mobile use cases through tiered product offerings. Growth drivers include increasing device density, evolving cybersecurity risks, and demand for higher-performance WiFi and related services. Demand is also influenced by adoption of newer WiFi standards and the need for integrated performance, security, and manageability in increasingly connected home environments. Mobile connectivity solutions support use cases that extend beyond the home, including environments where wired broadband access may be limited or unavailable. As network complexity increases, ease of deployment and simplified operation remain important considerations for consumers. Across the Consumer market, reliability, usability, security, and performance are key considerations in the selection of networking products and services. Our Consumer segment prioritizes

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addressing these requirements while supporting growth opportunities across home networking, mobile connectivity, smart home related capabilities, and cybersecurity.

Our Consumer segment focuses on addressing connectivity needs in home and mobile environments. Our growth priorities for this segment include supporting increasingly device-dense home networks, expanding mobile connectivity use cases, and addressing rising security and privacy requirements through cybersecurity and subscription-based services. The Consumer segment also prioritizes smart home related capabilities that emphasize interoperability, ease of use, and reliable performance as home networking environments continue to evolve.

Sales Channels

We sell our products through multiple sales channels worldwide, including wholesale distributors, traditional and online retailers, direct market resellers (“DMRs”), MSP, broadband service providers, and through our direct online store at www.netgear.com.

Wholesale Distributors. Our distribution channel supplies our products to retailers, e-commerce resellers, DMRs, MSPs and broadband service providers. We sell directly to our distributors, the largest of which are TD SYNNEX, Ingram Micro, Inc., and D&H Distributing Company.

Retailers. Our retail channel primarily supplies products sold into the consumer market, and increasingly selected products designed for businesses. We sell directly to, or enter into consignment arrangements with, a number of our traditional retailers, increasingly leveraging their online presence in addition to their in-store space and online retailers. The remaining traditional retailers, as well as our online retailers, are fulfilled through wholesale distributors. We work directly with our retail channels on market development activities, such as co-advertising, online promotions and video demonstrations, instant rebate programs, event sponsorship and sales associate training. Our largest retailers include Amazon.com, Inc, Best Buy Co., Inc., Wal-Mart Inc. and their respective affiliates.

DMRs and MSPs. We sell into the business marketplace through an extensive network of DMRs and MSPs. Our DMRs include companies such as CDW Corporation and Insight Corporation, and our MSPs include members of our registered NETGEAR Solution Partner program. These partners provide sales and deployment support for our networking and security solutions in the small and medium enterprise market, with MSPs typically responsible for solution design, deployment, and management, and DMRs primarily supporting product sourcing and deployment. DMRs and MSPs may receive sales incentives, marketing support, and other program benefits from us. Our DMRs and MSPs generally purchase our products through our wholesale distributors and audio-visual manufacturers that purchase our switches to include in their complete solutions.

Broadband Service Providers. We supply products directly to broadband service providers in the United States and internationally providing WiFi, and 4G/5G mobile broadband products. Service providers supply our products to their business and home subscribers. Our largest broadband service providers include AT&T.

Direct Online Store. We sell directly online at www.netgear.com in the United States and internationally to enterprises and consumers. Through our direct online store, we provide high-performance and premium networking and internet connected products and subscription services, some of which are only available at www.netgear.com. The direct online store also allows us to deliver curated rich content to supplement the purchase journey of customers, in addition to establishing a direct relationship with our customers. NETGEAR.com is a destination where we deliver to early tech adopters and inexperienced audiences alike a premium and comprehensive product and brand experience.

The largest portion of our net revenues was derived from the Americas, representing approximately 68% of net revenue in the years ended December 31, 2025, 2024 and 2023. We have continuously committed resources to our international operations and sales channels. Accordingly, we are subject to a number of risks related to international operations such as macroeconomic and microeconomic conditions, geopolitical developments, regulatory requirements, preference for locally branded products, exchange rate fluctuations, increased difficulty in managing inventory, challenges of staffing and managing foreign operations, the effect of international sales on our tax structure, and changes in local tax laws. For further information regarding these risks, refer to Item 1A, Risk Factors, of Part I of this Annual Report on Form 10-K.

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For information regarding our significant customers, refer to Note 12, Segment Information, in Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.

Product Offerings

Our goal is to power extraordinary experiences where people collaborate and connect to a world of information and innovation. Our products and services are delivered through integrated platforms that combine hardware, software, and services. Our connected solutions range from switching and wireless products that support AV over Ethernet for Pro AV applications and business networks to WiFi networking solutions, security and support services for enterprise and home networks. We continually invest 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. Our 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.

Enterprise. The products and services are sold into the business marketplace through an extensive network of DMRs and MSPs, NETGEAR.com, and through brick-and-mortar retail and e-commerce channels and include:

AV

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Pro AV Solutions: networking solutions that include Ethernet switches, routers, and WiFi access points designed to support AV over IP deployments for both commercial and high-end residential installations; and

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NETGEAR Engage Controller: software that provides centralized, profile-based configuration and unified management of AV networking devices for audio and video over IP deployments, supporting auto-discovery, rapid setup, and interoperability with third-party AV end point manufactures.

Enterprise

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Pro Routers: devices that provide the internet gateway for businesses and combine with access points, Ethernet switches, and our Insight cloud management software to create a complete suite for small and medium enterprises;

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Wireless Networking: enterprise-grade, cloud-managed or standalone WiFi access points that provide wide coverage areas, fast wireless connectivity, and secure WiFi access for businesses of varying sizes;

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NETGEAR Insight Remote Management: cloud-based platform that enables remote deployment, monitoring, management, and troubleshooting of WiFi, switching, routing, cellular, and security solutions, and provides MSP-centric capabilities, such as workflow application programming interfaces (“APIs”) and flexible licensing; and

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NETGEAR Exium Security Solutions: security software that provides on-premises next-generation firewall and cloud-based SASE capabilities and includes a centralized, cloud-based management portal integrated with MSP tools for small and medium enterprises and MSPs.

Unmanaged and Easy Smart Ethernet Switches

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General purpose Ethernet switches (in a wide range of sizes): used to connect equipment, devices, or WiFi access points to the network for exchanging information.

Consumer. The products and services are sold primarily via our direct online store as well as traditional retailers, increasingly leveraging their online presence, in addition to their brick-and-mortar stores, and service provider channels and include:

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WiFi Mesh Systems: devices with one main Wi-Fi router and multiple additional Wi-Fi nodes that work together, i.e. a LAN, to provide extensive coverage under a unified network;

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WiFi routers: devices that connect to a modem to enable wireless Internet connectivity;

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Broadband modems: devices that convert the broadband signals into Ethernet data that feeds internet into homes and small businesses;

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WiFi Gateways: WiFi routers with an integrated broadband modem, for broadband internet access;

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Mobile Hotspots: portable battery-powered Wi-Fi access points that allow users to connect their devices to the internet using a cellular connection;

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Network accessories: WiFi range extenders, which extend the range of an existing WiFi network to

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eliminate WiFi dead spots; Powerline adapters, which extend wired and WiFi internet connections to any AC outlet using existing electrical wiring; and WiFi network adapters, which enable computing devices to be connected to the network via WiFi; and

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Value-added service offerings such as security and privacy, technical support, and parental controls for consumers.

Our products and services are designed to meet the specific needs of the business, consumer, and service provider markets. We tailor various elements of the software interface, product design, including component specification, physical characteristics such as casing, design and coloration, and specific user interface features to meet the needs of these markets. We also leverage many of our technological developments, high volume manufacturing, technical support and engineering infrastructure across our markets to maximize business efficiencies.

Our products that target the business market are generally designed with an industrial appearance, including metal cases and, for some product categories, the ability to mount the product within standard data networking racks as well as alternative mounting solutions for other uses. These products typically include higher port counts, higher data transfer rates and other performance characteristics designed to meet the needs of a modern business. For example, our business products provide data transfer rates up to 100 gigabits per second to meet higher capacity requirements. Our Power over Ethernet (“PoE”) switches, including cloud managed and unmanaged switches, provide elevated power budgets and reliable PoE power for businesses of all sizes to address the growing need for deployment of multiple PoE devices with higher power requirements, driven by widespread adoption of IP communication, security cameras, WiFi access points, proximity sensors, and various other applications. Some of these products are also designed to support transmission modes such as fiber optic cabling, which is common in more sophisticated business environments. We continue to see a shift from traditional AV applications utilizing HDMI technology to Ethernet switching driven by a transition from the 1080p to 4K to 8K resolution video, and broadcast moving towards multicast streaming. IP provides an economical path to building high performance, scalable AV networks. As work patterns continue to evolve, there continues to be a shift in demand and use cases for Enterprise products as more small businesses now run out of homes or remote offices. This shift has contributed to growing the market for lower port count switches and our Enterprise wireless offerings.

Security requirements within our products for business broadband access include firewall and VPN capabilities to aid in securing interactions between remote offices and business headquarters locations over the internet. Our connectivity product offerings for the business market include enhanced security features and remote configurability often required in a business setting.

Our vision for the Enterprise segment is to be a trusted partner for networking and security solutions that support the evolving needs of Pro AV and SME environments. We aim to support the continued convergence of AV and IT through integrated networking, security, hardware, and software solutions, while strengthening partner engagement, professional services, and subscription-based offerings. The Enterprise segment focuses on growth opportunities in Pro AV, enterprise networking and security, and services that support increasingly complex and mission-critical deployments.

Our vision for the Consumer segment is to be a trusted partner for connectivity wherever consumers are. We aim to deliver a seamless and integrated connectivity experience through a range of “good, better, best” networking and mobile products, building on our foundation of in-home connectivity and extending to mobile and on-the-go use cases as demands on home and personal networks continue to increase. The Consumer business focuses on growth opportunities across home networking, mobile connectivity, smart home–related capabilities, and cybersecurity, supported by subscription-based services and software that enhance performance, security, privacy, and customer experience.

Competition

The enterprise, consumer, and service provider markets are intensely competitive and subject to rapid technological change. We expect competition to continue to intensify. Our principal competitors include:

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within the enterprise markets, companies such as Allied Telesis, Arista, Barracuda (owned by KKR), Buffalo, Cisco Systems, Dell, D-Link, Extreme, Fortinet, Huawei, Hewlett-Packard Enterprise ("HPE") Aruba, Juniper Networks Mist (part of HPE), Mellanox (owned by Nvidia), Palo Alto Networks, QNAP Systems, Ruckus Networks (formerly CommScope; Vistance Networks portfolio), SonicWall, Snap One (formerly SnapAV; owned by Resideo), Synology, TP- Link, TRENDnet, Ubiquiti, and WatchGuard;

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within the consumer markets, companies such as Aracknis, ARRIS (owned by Vantiva), ASUS, AVM, Devolo, D-Link, Eero (owned by Amazon), GlocalMe, Linksys (owned by Foxconn), Motorola, Google Nest, RoamFi, Samsung, and TP- Link; and

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within the service provider markets, companies such as Actiontec, Airties, Arcadyan, ARRIS, ASUS, AVM, Compal Broadband, D-Link, Eero (owned by Amazon), Franklin, Google, Hitron, Huawei, Inseego, Nokia, Orbic, Plume, Sagem, Sercomm, Sonim, SMC Networks, TP-Link, Ubee, Vantiva (formerly Technicolor), ZTE and Zyxel. Other competitors include numerous local vendors such as Xiaomi in China, AVM in Germany and Buffalo in Japan.

Our potential competitors include other consumer electronics vendors, including Apple, Gen Digital (formerly NortonLifelock), LG Electronics, McAfee, Microsoft, Panasonic, Sony, Toshiba and Vizio, who could integrate networking and streaming capabilities into their line of products, such as televisions, set top boxes and gaming consoles, and our channel customers who may decide to offer self-branded networking products. We also face competition from ISPs who may bundle a free networking device with their broadband service offering, which would reduce our sales if we were not the supplier of choice to those service providers. In the service provider space, we also face significant and increased competition from original design manufacturers (“ODMs”) and contract manufacturers (“CMs”) who are selling and attempting to sell their products directly to service providers around the world.

Many of our existing and potential competitors have longer operating histories, greater name recognition and substantially greater financial, technical, sales, marketing and other resources. As a result, they may have more advanced technology, larger distribution channels, stronger brand names, better customer service and access to more customers than we do. For example, Hewlett-Packard Enterprise has significant brand name recognition and has an advertising presence substantially greater than ours. Similarly, Cisco Systems is well recognized as a leader in providing networking products to businesses, while Amazon competes in the consumer WiFi product market, and has substantially greater financial resources than we do. Several of our competitors, such as TP-Link, offer a range of products that directly compete with most of our product offerings. Several of our other competitors compete in a more limited manner. For example, Dell sells networking products primarily targeted at larger businesses or enterprises while Amazon primarily only sells WiFi mesh systems. The competitive environment in which we operate changes rapidly due to technological reasons and other factors outside of our control, such as new entrants to the market and the ability of market participants to adapt to changing environments. Other companies with significant resources could also become direct competitors, either through acquiring a competitor or through internal efforts.

The principal competitive factors in the business, consumer, and service provider markets for networking products include product breadth, price points, brand name, security and privacy, performance, features, functionality and reliability, product availability, timeliness of new product introductions, size and scope of the sales channel, ease-of-installation, maintenance and use, and customer service and support. We seek to differentiate our offerings through integrated hardware and software solutions, partner relationships, centralized management capabilities, and services. To remain competitive, we focus on investing in differentiated connectivity solutions across a range of performance tiers, complemented by subscription-based services, expanding and supporting our sales channels, strengthening engagement with customers and partners, and maintaining a high level of customer satisfaction. Our investments align with our strategic priorities, including investments in enterprise and Pro AV initiatives and selective acquisitions intended to enhance software and security capabilities.

Research and Development

Our success depends on our ability to develop products that address evolving customer needs and changes in technology in a timely and cost-effective manner. Accordingly, we invest in research and development activities to evaluate and integrate third-party technologies, enhance existing and develop new in-house technologies, and design, develop and test new products and services. Our research and development employees work closely with our technology and manufacturing partners to bring high quality new products and services to market in a timely and

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cost-efficient manner. Research and development efforts increasingly focus on software, security, and capabilities that support subscription-based services and margin improvement.

We identify, qualify and advance new technologies to develop products through a combination of ODM and in-house development approaches. Under both ODM and in-house development, we develop portions of the software on certain products, including embedded firmware or components of firmware, mobile applications, and cloud software that support management and service experiences. As part of our ongoing transformation, we are expanding in-house software development capabilities while continuing to leverage third-party development partners where appropriate. We selectively apply advanced software techniques, including artificial intelligence (“AI”), to enhance product performance, customer support, and operational efficiency.

ODM. Under the ODM methodology, we define the product concept and specifications and recommend the technology selection. We then coordinate with our technology suppliers as they develop the product, meeting our specifications, while our internal software engineering team typically works with our service partners to develop the software services that run on these devices. On certain new products, one or more subsystems of the design can be done in-house and then integrated with the remaining design pieces from the ODM. Once prototypes are completed, we work with our partners to complete the debugging and systems integration and testing. After completion of the final tests, agency approvals and product documentation, the product is released for production and shipment.

In-House Development. Under the in-house development model, one or more subsystems of the product are designed and developed utilizing the NETGEAR engineering team. Under this model, some of the primary technology is developed in-house. We then work closely with either an ODM or a Joint Development Manufacturer (“JDM”) to complete the development of the entire design, perform the necessary testing, and obtain regulatory approvals before the product is released for production and shipment.

Manufacturing

Our primary manufacturers are Cloud Network Technology (more commonly known as Hon Hai Precision or Foxconn Corporation), Delta Electronics Incorporated, Senao Networks, Inc., and Pegatron Corporation, all of which are headquartered in Taiwan. We also manufacture in Haiphong, Vietnam at a facility owned by Shenzhen Gongjin Electronics Co., Ltd. (more commonly known as T&W), which is headquartered in China. We distribute our manufacturing among a limited number of key suppliers and seek to avoid excessive concentration with any one single supplier. Any disruptions from natural disasters, health epidemics and political, social and economic instability would affect the ability of our manufacturers to manufacture our products. If our manufacturing or warehousing facilities are disrupted or destroyed, we would not have readily available alternatives for manufacturing our products and our business would be significantly impacted. In addition to their responsibility for the manufacturing of our products, our manufacturers typically purchase all necessary parts and materials to produce finished goods. Our own product quality organization based in Singapore and Taiwan is responsible for auditing and inspecting product quality on the premises of our ODMs to maintain quality standards for our suppliers.

We obtain several key components from limited or sole sources. These include many of the semiconductors used in our products, which are designed specifically for the products and obtained from sole source suppliers on a purchase order basis like switching fabric semiconductors used in our Ethernet switches and internet gateway products; wireless local area network chipsets used in our wireless products and mobile network chipsets which are used in our wireless gateways and hotspots. We also have limited sources for components including connector jacks, plastic casings and physical layer transceivers. Our third-party manufacturers generally purchase these components on our behalf on a purchase order basis. If these sources fail to satisfy our supply requirements or component lead times deviate from expectations, our ability to meet scheduled product deliveries would be harmed and we may lose sales and experience increased costs to procure supply. Additionally, as the demand for Artificial Intelligence chips increases, semiconductor production capacity may be shifted to these specific components thereby constraining supply of or increasing cost on chips used in our products.

We currently outsource warehousing and distribution logistics to four main third-party providers who are responsible for warehousing, distribution logistics and order fulfillment. In addition, these parties are also responsible for some configuration and re-packaging of our products including bundling components to form kits, inserting appropriate documentation, and adding power adapters. APL Logistics Americas, Ltd. in City of Industry, California

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serves the Americas region, Kerry Logistics Ltd. in Singapore serves the Asia Pacific / Australia New Zealand region, and DSV Solutions B.V. Netherlands serves the EMEA region.

Sales and Marketing

We sell our products through multiple sales channels worldwide. We work directly with our retail partners and MSPs on market development activities, such as co-advertising, online promotions and video demonstrations, live and virtual event sponsorships and sales associate training. We also participate in major industry trade shows and marketing events alone and alongside many of our AV and Broadcast manufacturing partners.

Our marketing organization operates through two distinct marketing teams aligned to our Enterprise and Consumer business units. Each organization is accountable for integrated go-to-market strategy, demand creation, brand stewardship and customer lifecycle engagement within its respective segment

Enterprise Marketing

Our Enterprise marketing organization supports our commercial and AV business, including SME customers and those served through MSPs, VARs and distribution partners. This team is responsible for enterprise brand positioning, thought leadership, account-based and partner-led demand generation, field and industry events, public relations and analyst engagement, digital and performance media, social media strategy, and channel marketing programs.

Enterprise marketing works closely with sales to drive pipeline development, partner enablement and revenue growth through coordinated campaigns, co-marketing initiatives and vertical market programs. The team also leads product and solutions messaging, competitive positioning, new product introductions, and go-to-market execution in collaboration with sales, finance and research and development. Lifecycle marketing programs support customer expansion, retention and recurring revenue, including subscription-based services.

Consumer Marketing

Our Consumer marketing organization supports our home networking and mobile businesses. This team is responsible for global brand management, creative development, integrated campaigns, performance media and demand generation, retail and e-commerce marketing, social media and influencer engagement, public relations and communications, and customer lifecycle and subscription growth marketing.

Consumer marketing drives awareness, consideration, conversion and loyalty across paid, earned and owned channels. Responsibilities include digital acquisition programs, retail and e-tail merchandising support, global content strategy, community engagement, sponsorships and events, and management of our corporate and regional websites and digital platforms. The team also leads installed base and in-app marketing programs to drive subscription attach, renewals and long-term customer value.

Shared Brand Governance

While aligned to separate business units, both marketing organizations operate under a unified corporate brand framework. Centralized brand governance ensures consistent brand standards, messaging architecture, creative excellence and corporate reputation management across all regions and product categories.

Our product marketing group focuses on product and service messaging, new product introductions, product lifecycle management, demand assessment, and competitive analysis. The group works closely with our sales, finance and research and development teams to align our product development roadmap to meet customer technology demands from a strategic perspective. The group also ensures that product and services development activities, product and services launches, and ongoing demand and supply planning for our products occur in a well-managed, timely manner in coordination with our development, manufacturing, and sales groups, as well as our ODM and sales channel partners.

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We conduct most of our international sales and marketing operations through wholly owned subsidiaries, which operate via regional sales and marketing teams and branch offices worldwide, aligned to our Enterprise and Consumer structures.

We are executing a go-to-market transformation aligned to our Enterprise and Consumer segments. This includes modernizing our marketing and digital engagement capabilities; expanding performance media, demand generation and account-based marketing programs; strengthening partner and channel marketing models; simplifying pricing and packaging; enhancing subscription and lifecycle growth initiatives; and leveraging data, marketing technology and automation to improve customer acquisition, engagement and retention across global markets.

Customer Support

We design our products with ease-of-use top of mind. We respond globally to customer inquiries through a variety of channels including phone, chat, community, social media, and email. Customers can also get self-help service through the comprehensive knowledge base, AI chatbot and user forums on our website, and apply AI to optimize support searches. Customer support is provided through a combination of a limited number of permanent employees and use of outsourced agents. Our permanent employees design our technical support model and process and are responsible for training and managing our vendors and their agents. They also handle escalations from the outsourced agents. We utilize the information gained from customer interactions to enhance our product offerings, including further simplifying the installation process.

Intellectual Property

We believe that our continued success will depend primarily on the technical expertise, speed of technology implementation, creative skills and management abilities of our officers and key employees, plus ownership of a limited but important set of copyrights, trademarks, trade secrets and patents. We primarily rely on a combination of copyright, trademark, trade secret, and patent laws, nondisclosure agreements with employees, consultants and suppliers and other contractual provisions to establish, maintain and protect our proprietary rights. We hold approximately 139 issued United States patents that expire between years 2026 and 2044 and 17 foreign patents that expire between 2026 and 2035. No single patent is solely responsible for protecting the Company's products and services. In addition, we currently have approximately 15 pending United States and foreign patent applications related to technology and products offered by us. We also rely on third-party licensors for patented hardware and software license rights in technology that are incorporated into and are necessary for the operation and functionality of our products. Our success will depend in part on our continued ability to have access to these technologies.

We have trade secret rights for our products, consisting mainly of product design, technical product documentation and software. We also own, or have applied for registration of trademarks, in connection with our products in the United States and internationally, including NETGEAR, NETGEAR Armor, NETGEAR Insight, NPG, NPG logo, Orbi, Nighthawk, FASTLANE3, Meural, Trueart, Digital Canvas, and ProSafe.

We have registered a number of internet domain names that we use for electronic interaction with our customers including dissemination of product information, marketing programs, product registration, sales activities, and other commercial uses.

Seasonal Business

We have historically experienced increased net sales in our third and fourth fiscal quarters compared to the first and second quarters in our fiscal year, primarily due to seasonal demand in consumer markets related to the beginning of the school year and the holiday season. In recent years, this seasonal pattern has been less pronounced, reflecting a shift in our business mix toward enterprise-oriented products and services, which are subject to different purchasing cycles than the consumer market.

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Governmental Regulations

Environmental Laws

Our products and manufacturing process are subject to numerous governmental regulations, which cover both the use of various materials as well as environmental concerns. Environmental issues such as pollution and climate change have had significant legislative and regulatory effects on a global basis, and there are expected to be additional changes to the regulations in these areas. These changes could directly increase the cost of energy, which may have an impact on the way we manufacture products or utilize energy to produce our products. In addition, any new regulations or laws in the environmental area might increase the cost of raw materials we use in our products and the cost of compliance. Other regulations in the environmental area may require us to continue to monitor and ensure proper disposal or recycling of our products. To the best of our knowledge, we maintain compliance with all current government regulations concerning our production processes and product disposal in the locations where we operate and sell. Since we operate on a global basis, this is a complex process that requires continual monitoring of regulations and compliance efforts to ensure that we, and our suppliers, are in compliance with all existing regulations.

Other Regulations

As a company with global operations, we are subject to complex foreign and U.S. laws and regulations, including trade regulations, tariffs, import and export regulations and licensing requirements, anti-bribery and corruption laws, antitrust or competition laws, data privacy laws, such as the EU General Data Protection Regulation (the “GDPR”), and environmental regulations, among others. These laws are evolving rapidly. We have policies and procedures in place to track and promote compliance with these laws and regulations. To date, our compliance actions and costs relating to these laws, rules and regulations have not resulted in a material cost or effect on our capital expenditures, earnings or competitive position. Government regulations are subject to change, and accordingly we are unable to assess the possible effect of compliance with future requirements or whether our compliance with such regulations will materially impact our business in the future. In addition, new laws and/or regulations could be subject to unforeseen interpretation to the detriment of our business. For further discussion of how government regulations may affect our business, see the related discussion in “Risk Factors – Financial, Legal, Regulatory and Tax Compliance Risks, Including Recent Impairment Charges.”

Human Capital

As of December 31, 2025, we had 784 full-time employees, with 235 in sales, marketing and technical support, 346 in research and development, 77 in operations, and 126 in finance, information systems and administration. We also utilize a number of temporary staff to supplement our workforce. At NETGEAR, we believe in the power of open communication up, down and across the organization and consider our relationship with our employees to be good. We have not experienced any labor disputes. Some of our key human capital management programs are summarized below.

Culture and Engagement

At NETGEAR, our talent philosophy provides a guiding framework for the talent management practices that drive the achievement of our business strategy. It is rooted in the belief that our capacity to win is directly linked to the capabilities, experience and ideas that our people bring to bear on behalf of the Company. By fostering an environment where performance and behaviors are of equal importance, we aim to transform our business and achieve exceptional results. Our approach is multi-faceted, with core principles focusing on performance differentiation, values –aligned behaviors, transparency, accountability, capability and development.

A high-performance culture, fueled by sustained impactful performance at every level across the organization is a key focus. We believe that every team member has the potential to contribute significantly to our company's success, and we set exceptionally high standards of performance, making it the baseline expectation. To enable impactful performance, we have established clear performance metrics and objectives that align with our strategic

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goals. By setting high standards, which increase in line with level in the organization, and providing the necessary support, we empower our employees to excel and drive the business forward.

Our company Values are Dare to Transform, Connect and Delight, Communicate Courageously, and Win It Together. These values form the foundation of our company culture. By embodying these principles, we strive to create an environment that fosters innovation, collaboration, open and transparent communication and a relentless focus on customer satisfaction. We believe that our commitment to these values enables us to navigate the ever-changing landscape of technology and consistently deliver exceptional products and services to our customers.

We expect our employees to embody our core values in their daily actions and decisions. This values alignment ensures employees understand the types of actions that drive our purpose and mission, and that we maintain a cohesive and positive workplace culture which is essential for achieving our long-term objectives. A demonstrated commitment to our Company values has a meaningful impact on employees’ performance ratings, progression and rewards. By recognizing and rewarding values-aligned behaviors, we reinforce their importance within our organization.

In addition, we are focused on creating clarity and opportunities for our employees to grow and develop. With talent programs that include standardized job levels and expectations, regular feedback and coaching, dual career tracks, competency-based career frameworks, leadership development, skill building and training support, we strive to create a high-performance culture and an environment where employees can grow, develop and build a great career.

Compensation and Benefits

Our compensation philosophy is critical to fostering a performance-driven culture and is based on pay for performance. We strive to provide our employees with compensation and rewards that are market-competitive, and incentivize and reward high performance. We offer a wide variety of benefits for employees around the world and invest in tools and resources that are designed to support our employees’ individual growth and development.

Talent Acquisition and Development

Our global Talent Acquisition strategy focuses on attracting top talent through a variety of channels including direct recruiting via our internal team, leveraging technology and tools, employee referral programs and university partnerships. Strategic skill-based hiring based on core competencies as well as culture-add & values alignment assessment are key elements in ensuring that we attract the right people for the right roles at the right time.

In addition to the elements already outlined, our Learning and Development strategy is focused on implementing learning solutions that address key challenges and deliver quantifiable value and impact to help drive our organization strategy and goals.

Safety, Health and Wellbeing

We strive to safeguard the safety, health and well-being of all members of our team. In addition to healthcare benefits, we provide a variety of wellness resources and programs designed to help employees achieve good physical, financial, emotional, intellectual and social well-being.

We monitor our workplace to maintain a clean and safe environment, identify hazards, minimize injury and illness, promote industrial hygiene, provide ergonomic training and equipment, machine safeguarding and more.

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Table of Contents

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the Securities Exchange Commission (the “SEC”).

Our website address is www.netgear.com. Our website provides a link to our SEC filings, which are available free of charge on the same day such filings are made. The specific location on the website where these reports can be found is http://investor.netgear.com/sec.cfm. Our website also provides a link to Section 16 filings which are available free of charge on the same day as such filings are made. Information contained on these websites is not a part of this Annual Report on Form 10-K.

Information About Our Executive Officers

The following table sets forth the names, ages and positions of our executive officers as of February 6, 2026.

Charles (CJ) Prober has served as our Chief Executive Officer and a member of the board of directors since January 2024. Prior to joining the Company, Mr. Prober served as President of Life360, Inc. ("Life360"), a technology platform company, from January 2022 to July 2023. He joined Life360 via the acquisition of Tile, Inc. ("Tile"), a technology company, in January 2022 and served as the Chief Executive Officer of Tile from September 2018 to January 2022. Mr. Prober also previously served as a member of Tile’s board of directors from February 2018 to January 2022, including as its Executive Chairman from February 2018 to September 2018. Before then, he served as the Chief Operating Officer of GoPro, Inc. from January 2017 to February 2018 and its Senior Vice President of Software and Services from June 2014 to December 2016. Prior thereto, Mr. Prober held executive leadership roles at Electronic Arts Inc., and prior to his executive leadership roles, Mr. Prober was a consultant with McKinsey & Company and a corporate attorney with Wilson Sonsini Goodrich & Rosati. Mr. Prober currently serves on the boards of directors of Life360 and Glorious Gaming, a private company. Mr. Prober received his Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University.

Bryan D. Murray has served as our Chief Financial Officer since August 2018. He has been with NETGEAR since November 2001, serving in various management roles within the finance organization. Prior to assuming the role of CFO, he served as NETGEAR’s Vice President of Finance and Corporate Controller since June 2011. Before joining NETGEAR in 2001, he worked in public accounting at Deloitte and Touche LLP. He holds a B.A. from the University of California, Santa Barbara, and is licensed as a Certified Public Accountant (inactive).

Pramod Badjate has served as our President and General Manager of Enterprise (formerly NETGEAR for Business) since July 2024. Before joining NETGEAR, from December 2023 to June 2024, Mr. Badjate was an EIR (Entrepreneur in Residence) at Storm Ventures, a venture capital firm. From October 2021 to December 2023, he was the Group Vice President and General Manager for the Cognitive Campus business at Arista Networks, a computer networking company. Prior to that, Mr. Badjate served in various engineering and business roles at Ruckus Networks, a networking equipment and software company, from October 2013 to October 2021. Earlier in his career, Pramod held senior engineering roles at Cisco, a leader in enterprise WiFi. He holds a bachelor's degree in engineering from the National Institute of Technology, Karnataka, and a master's in computer science and an MBA from Arizona State University.

Jonathan Oakes has served as our Senior Vice President of Consumer since June 2025. Before joining NETGEAR, Mr. Oakes was a Senior Vice President Product Management at Axon Enterprise, Inc., a technology company focused on public safety, from January 2025 to June 2025. From November 2016 to June 2024, Mr. Oakes was with Fitbit, Inc., which was acquired by Google LLC in January 2021, and served in various leadership roles, including Vice President of Product management and UX. Prior to that, Mr. Oakes held product leadership roles at Amazon.com, Inc. Mr. Oakes holds a B.A. from Skidmore College and an M.B.A. from Harvard Business School.