NETGEAR® Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

10/31/2025 – 08:00 PM

SAN JOSE, Calif. – NETGEAR, Inc. (Nasdaq: NTGR), a prominent player in the networking solutions market, announced today the granting of inducement equity awards to newly appointed employees. This move, aimed at attracting and retaining top talent, underscores NETGEAR’s commitment to innovation and growth in a competitive industry landscape.

The inducement plan, specifically designed for individuals joining NETGEAR who were not previously employees (or following a significant period of non-employment), aligns with Nasdaq Listing Rule 5635(c)(4). This rule allows companies to use equity awards as a material inducement for candidates to accept employment offers.

The equity awards comprise time-based restricted stock units (RSUs) covering 50,142 shares of NETGEAR common stock. The vesting schedule is structured to incentivize long-term commitment. One-third of the shares will vest on the one-year anniversary of the RSU Award’s vesting commencement date, followed by one-twelfth vesting in equal quarterly installments thereafter. This vesting schedule is contingent upon the employees’ continued service with NETGEAR.

Notably, one new employee received an additional performance-based RSU award with a target of 10,417 shares. The actual number of shares that become eligible to vest depends on NETGEAR’s total shareholder return (TSR) compared to the TSR of companies within the Nasdaq Telecommunications Index (IXTC) over a performance period spanning from April 23, 2025, to December 31, 2027. This performance-based component directly links employee compensation to the company’s overall financial performance and its standing within the telecommunications sector. The Vesting Eligible PSUs will vest on the third anniversary of the PSU Award’s grant date, again subject to continued employment.

NETGEAR’s Strategic Compensation Approach

Granting inducement equity awards is a common practice among tech companies vying for skilled engineers, product managers, and executives. These awards serve as a powerful tool for attracting individuals who might otherwise be drawn to established tech giants or rapidly growing startups. By offering a stake in the company’s future success, NETGEAR aims to foster a sense of ownership and dedication among its new hires.

The inclusion of performance-based RSUs further refines NETGEAR’s compensation strategy. By tying a portion of the equity awards to relative TSR, the company incentivizes employees to focus on strategies that drive shareholder value. This alignment of interests can lead to more innovative solutions, improved operational efficiency, and ultimately, a stronger competitive position for NETGEAR within the networking technology market. The choice of the Nasdaq Telecommunications Index (IXTC) as the benchmark indicates NETGEAR’s awareness of its place among telecom companies, but also potentially among a wider set of entities involved with communication technology.

About NETGEAR, Inc.

Founded in 1996 and headquartered in the USA, NETGEAR (NASDAQ: NTGR) is a global leader in innovative networking technologies for businesses, homes, and service providers. NETGEAR delivers a wide range of award-winning, intelligent solutions designed to unleash the full potential of connectivity and power extraordinary experiences. For businesses, NETGEAR offers reliable, easy-to-use, high-performance networking solutions, including switches, routers, access points, software, and AV over IP technologies, tailored to meet the diverse needs of small and medium enterprises. NETGEAR’s consumer products deliver advanced connectivity, powerful performance, and enhanced security features right out of the box, designed to help keep families safe online, whether at home or on the go. More information is available from NETGEAR.com.

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Source: NETGEAR-F