UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~March~~June 3029, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number: 000-50350

NETGEAR, Inc.

(Exact name of registrant as specified in its charter)


Delaware		77-0419172
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

350 East Plumeria Drive,
San Jose,	California	95134
(Address of principal executive offices)		(Zip Code)


	(408)	907-8000

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s):	Name of each exchange on which registered
Common Stock, $0.001 par value	NTGR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated filer	☐	Accelerated filer	☒
Non-Accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding shares of the registrant’s Common Stock, $0.001 par value, was 2829,~~783~~008,~~594~~557 as of ~~April~~July 25, 2025.

Table of Contents

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Operations	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Unaudited Condensed Consolidated Statements of Stockholders' Equity	6
	Unaudited Condensed Consolidated Statements of Cash Flows	78
	Notes to Unaudited Condensed Consolidated Financial Statements	89
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2428
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3439
Item 4.	Controls and Procedures	3439
PART II: OTHER INFORMATION
Item 1.	Legal Proceedings	3540
Item 1A.	Risk Factors	3540
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6571
Item 3.	Defaults Upon Senior Securities	6571
Item 4.	Mine Safety Disclosures	6571
Item 5.	Other Information	6571
Item 6.	Exhibits	6672
Signatures		6773

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

NETGEAR, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	March 30, 2025			December 31, 2024
	June 29, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~269~~241,~~811~~020		$	286,444
Short-term investments		122,~~116~~452			122,246
Accounts receivable, net of allowance for doubtful accounts of $507 and $507 as of March 30, 2025 and December 31, 2024, respectively		142,706			156,210
Accounts receivable, net of allowance for doubtful accounts of $507 and $507 as of June 29, 2025 and December 31, 2024, respectively		144,871			156,210
Inventories		157,~~898~~305			162,539
Prepaid expenses and other current assets		3133,~~218~~018			30,590
Total current assets		~~723~~698,~~749~~666			758,029
Property and equipment, net		1113,~~302~~677			11,288
Operating lease right-of-use assets		2523,~~813~~164			28,047
Goodwill		36,279			36,279
Intangible assets, net		4,360			—
Other non-current assets		17,053			16,587
Goodwill		45,790			36,279
Total assets	$	814,196		$	850,230
Other non-current assets		17,893			16,587
Total assets	$	803,550		$	850,230
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5458,~~645~~904		$	58,481
Accrued employee compensation		1827,~~977~~228			23,290
Other accrued liabilities		~~128~~127,~~025~~364			148,078
Deferred revenue		3028,~~236~~881			30,261
Income taxes payable		~~10,081~~764			9,973
Total current liabilities		~~241~~243,~~964~~141			270,083
Non-current income taxes payable		78,~~840~~348			7,583
Non-current operating lease liabilities		1816,~~037~~305			19,796
Other non-current liabilities		12,~~112~~598			11,702
Total liabilities		~~279~~280,~~953~~392			309,164
Commitments and contingencies (Note 8)
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock		29			29
Additional paid-in capital		1,~~010~~017,~~087~~438			997,912
Accumulated other comprehensive income (loss)		(8234	)		241
Accumulated deficit		(~~475~~494,~~791~~275	)		(457,116	)
Total stockholders’ equity		~~534~~523,~~243~~158			541,066
Total liabilities and stockholders’ equity	$	~~814~~803,~~196~~550		$	850,230

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NETGEAR, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	March 30, 2025			March 31, 2024
	June 29, 2025			June 30, 2024			June 29, 2025			June 30, 2024
Net revenue	$	~~162~~170,~~060~~532		$	~~164~~143,~~586~~900		$	332,592		$	308,486
Cost of revenue		~~105~~106,~~734~~554			~~116~~112,~~349~~077			212,288			228,426
Gross profit		5663,~~326~~978			4831,~~237~~823			120,304			80,060
Operating expenses:
Research and development		1820,~~309~~845			2019,~~227~~851			39,154			40,078
Sales and marketing		2831,~~041~~053			3029,~~529~~757			59,094			60,286
General and administrative		1820,~~070~~683			1819,~~067~~186			38,753			37,253
Litigation reserves, net		~~(37~~75	)		308,200			38			8,230
Restructuring and other charges		~~4,742~~862			1,~~032~~688			5,604			2,720
Total operating expenses		6973,~~125~~518			6978,~~885~~682			142,643			148,567
Loss from operations		(129,~~799~~540	)		(2146,~~648~~859	)		(22,339	)		(68,507	)
Other income, net		83,~~171~~976			2,~~850~~713			12,147			5,563
Loss before income taxes		(45,~~628~~564	)		(1844,~~798~~146	)		(10,192	)		(62,944	)
Provision for (benefit from) income taxes		1,406			(148	)
Provision for income taxes		864			1,029			2,270			881
Net loss	$	(6,~~034~~428	)	$	(1845,~~650~~175	)	$	(12,462	)	$	(63,825	)
Net loss per share
Basic	$	(0.2122	)	$	(01.6356	)	$	(0.43	)	$	(2.19	)
Diluted	$	(0.2122	)	$	(01.6356	)	$	(0.43	)	$	(2.19	)
Weighted average shares used to compute net loss per share:
Basic		28,~~717~~911			2928,~~395~~883			28,815			29,136
Diluted		28,~~717~~911			2928,~~395~~883			28,815			29,136

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NETGEAR, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Three Months Ended						Six Months Ended
	March 30, 2025			March 31, 2024
	June 29, 2025			June 30, 2024			June 29, 2025			June 30, 2024
Net loss	$	(6,~~034~~428	)	$	(1845,~~650~~175	)	$	(12,462	)	$	(63,825	)
Other comprehensive income (loss), before tax:
Change in unrealized gains and losses on derivatives		~~(280~~115	)		58(82	)		(165	)		(24	)
Change in unrealized gains and losses on available-for-sale investments		(7856	)		(~~166~~53	)		(134	)		(219	)
Other comprehensive loss, before tax		(358	)		(108	)
Other comprehensive income (loss), before tax		59			(135	)		(299	)		(243	)
Tax benefit (provision) related to derivatives		35(11	)		(710	)		24			3
Other comprehensive loss, net of tax		(323	)		(115	)
Other comprehensive income (loss), net of tax		48			(125	)		(275	)		(240	)
Comprehensive loss	$	(6,~~357~~380	)	$	(1845,~~765~~300	)	$	(12,737	)	$	(64,065	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NETGEAR, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

	Common Stock
	Shares			Amount		AdditionalPaid-InCapital		AccumulatedOtherComprehensiveIncome (Loss)			AccumulatedDeficit			TotalStockholder'sEquity
Balance as of December 31, 2024		28,500		$	29	$	997,912	$	241		$	(457,116	)	$	541,066
Change in unrealized gains and losses on available-for-sale investments, net of tax		—			—		—		(78	)		—			(78	)
Change in unrealized gains and losses on derivatives, net of tax		—			—		—		(245	)		—			(245	)
Net loss		—			—		—		—			(6,034	)		(6,034	)
Stock-based compensation		—			—		5,496		—			—			5,496
Repurchase of common stock		(254	)		—		—		—			(7,500	)		(7,500	)
Restricted stock unit withholdings		(186	)		—		—		—			(5,141	)		(5,141	)
Issuance of common stock under stock-based compensation plans		722			—		6,679		—			—			6,679
Balance as of March 30, 2025		28,782		$	29	$	1,010,087	$	(82	)	$	(475,791	)	$	534,243
Change in unrealized gains and losses on available-for-sale investments, net of tax		—			—		—		(56	)		—			(56	)
Change in unrealized gains and losses on derivatives, net of tax		—			—		—		104			—			104
Net loss		—			—		—		—			(6,428	)		(6,428	)
Stock-based compensation		—			—		6,675		—			—			6,675
Repurchase of common stock		(258	)		—		—		—			(7,500	)		(7,500	)
Restricted stock unit withholdings		(184	)		—		—		—			(4,556	)		(4,556	)
Issuance of common stock under stock-based compensation plans		653			—		676		—			—			676
Balance as of June 29, 2025		28,993		$	29	$	1,017,438	$	(34	)	$	(494,275	)	$	523,158

	Common Stock
	Shares			Amount			AdditionalPaid-InCapital		AccumulatedOtherComprehensiveIncome (Loss)			AccumulatedDeficit			TotalStockholder'sEquity
Balance as of December 31, 2023		29,616		$	30		$	967,651	$	136		$	(432,322	)	$	535,495
Change in unrealized gains and losses on available-for-sale investments, net of tax		—			—			—		(166	)		—			(166	)
Change in unrealized gains and losses on derivatives, net of tax		—			—			—		51			—			51
Net loss		—			—			—		—			(18,650	)		(18,650	)
Stock-based compensation		—			—			4,544		—			—			4,544
Repurchase of common stock		(783	)		(1	)		—		—			(11,443	)		(11,444	)
Restricted stock unit withholdings		(32	)		—			—		—			(454	)		(454	)
Issuance of common stock under stock-based compensation plans		270			—			1,986		—			—			1,986
Balance as of March 31, 2024		29,071		$	29		$	974,181	$	21		$	(462,869	)	$	511,362

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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	Common Stock
	Shares			Amount			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholder's Equity
Balance as of December 31, 2023		29,616		$	30		$	967,651	$	136		$	(432,322	)	$	535,495
Change in unrealized gains and losses on available-for-sale investments, net of tax		—			—			—		(166	)		—			(166	)
Change in unrealized gains and losses on derivatives, net of tax		—			—			—		51			—			51
Net loss		—			—			—		—			(18,650	)		(18,650	)
Stock-based compensation		—			—			4,544		—			—			4,544
Repurchase of common stock		(783	)		(1	)		—		—			(11,443	)		(11,444	)
Restricted stock unit withholdings		(32	)		—			—		—			(454	)		(454	)
Issuance of common stock under stock-based compensation plans		270			—			1,986		—			—			1,986
Balance as of March 31, 2024		29,071			29			974,181		21			(462,869	)		511,362
Change in unrealized gains and losses on available-for-sale investments, net of tax		—			—			—		(53	)		—			(53	)
Change in unrealized gains and losses on derivatives, net of tax		—			—			—		(72	)		—			(72	)
Net loss		—			—			—		—			(45,175	)		(45,175	)
Stock-based compensation		—			—			5,888		—			—			5,888
Repurchase of common stock		(800	)		(1	)		—		—			(10,120	)		(10,121	)
Restricted stock unit withholdings		(165	)		—			—		—			(2,431	)		(2,431	)
Issuance of common stock under stock-based compensation plans		573			1			—		—			—			1
Balance as of June 30, 2024		28,679		$	29		$	980,069	$	(104	)	$	(520,595	)	$	459,399

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NETGEAR, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended
	Six Months Ended
	March 30,2025			March 31, 2024
	June 29,2025			June 30,2024
Cash flows from operating activities:
Net loss	$	(612,~~034~~462	)	$	(1863,~~650~~825	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		13,~~684~~291			13,~~488~~048
Stock-based compensation		512,~~496~~171			410,~~544~~432
Gain on investments, net		(~~467~~995	)		(~~883~~1,985	)
Deferred income taxes		(~~136~~99	)		84542
Provision for excess and obsolete inventory		12,~~435~~179			12,~~132~~954
Changes in assets and liabilities:
Accounts receivable, net		1311,~~504~~339			1237,~~288~~991
Inventories		3,~~206~~055			3656,~~449~~961
Prepaid expenses and other assets		(~~620~~2,166	)		~~367~~3,866
Accounts payable		~~(3,603~~273	)		(86,~~516~~620	)
Accrued employee compensation		(43,~~313~~939	)		~~907~~2,680
Other accrued liabilities		(19,~~102~~802	)		(127,~~605~~641	)
Deferred revenue		(~~164~~1,583	)		12,~~719~~222
Income taxes payable		~~365~~(9,660	)		(14,~~134~~990	)
Net cash provided by (used in) operating activities		(810,~~749~~520	)		1735,~~190~~635
Cash flows from investing activities:
Purchases of short-term investments		(2959,~~759~~683	)		(3867,~~829~~998	)
Proceeds from maturities of short-term investments		3060,000			3060,000
Purchases of property and equipment		(14,~~396~~927	)		(24,~~510~~817	)
Purchases of long-term investments		(105	)		—(90	)
Net cash used in investing activities		(1,260	)		(11,339	)
Payments made in connection with business acquisitions, net of cash acquired		(12,185	)		—
Net cash used in investing activities		(16,900	)		(12,905	)
Cash flows from financing activities:
Repurchases of common stock		(815,~~162~~662	)		(1121,444	)
Restricted stock unit withholdings		(59,~~141~~697	)		(~~454~~2,885	)
Proceeds from exercise of stock options		45,~~590~~266			—
Proceeds from issuance of common stock under employee stock purchase plan		2,089			1,986
Net cash used in financing activities		(618,~~624~~004	)		(922,~~912~~343	)
Net decrease in cash and cash equivalents		(16,633	)		(4,061	)
Net increase (decrease) in cash and cash equivalents		(45,424	)		387
Cash and cash equivalents, at beginning of period		286,444			176,717
Cash and cash equivalents, at end of period	$	~~269~~241,~~811~~020		$	~~172~~177,~~656~~104
Non-cash investing and financing activities:
Unpaid property and equipment	$	12,~~364~~863		$	~~968~~1,630

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NETGEAR, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 leader in innovative and advanced networking technologies for businesses, homes, and service providers. The Company delivers a wide range of intelligent solutions designed to unleash the full potential of connectivity. Its highly differentiated connected solutions range from switching and wireless products to augment business networks and audio and video (“AV”) over Ethernet for Pro AV applications to the good, better, and best WiFi solutions, security and support services to protect and enhance business and home networks. Additionally, the Company continually invests in research and development to create new technologies and services and to capitalize on technological inflection points and trends, such as audio and video over Ethernet, multi-Gigabit internet service to homes, WiFi 7, eSIM and future technologies. Its product line helps to create and extend wired and wireless networks as well as devices that attach to the network, such as services that complement and enhance its product line offerings. These products are available in multiple configurations to address the changing needs of our customers in each geographic region.

The Company sells networking products through multiple sales channels worldwide, including traditional retailers, online retailers, wholesale distributors, direct market resellers (“DMRs”), value-added resellers (“VARs”), broadband service providers and its direct online store at www.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 significant intercompany balances and transactions have been eliminated in consolidation. The balance sheet dated December 31, 2024, 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), stockholder's 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, 2024 (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 ~~March~~June 3029, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any future period.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Segments

As previously announced, in the first fiscal quarter of 2025, the Company realigned its business structure by separating the Connected Home segment into two distinct reportable segments: ~~Home~~Mobile ~~Networking~~ and ~~Mobile~~Home Networking. This realignment is intended to further strengthen the Company's operational and financial management and enable further focus on growth opportunities while maintaining financial discipline. Effective January 1, 2025, the Company operates and reports in three segments: NETGEAR for Business, ~~Home Networking~~Mobile, and ~~Mobile~~Home Networking. The prior-year segment financial information has been recast to conform to the current-year presentation. None of the changes impacted previously reported consolidated net revenue, income (loss) from operations, net income (loss) per share, total assets, or stockholders’ equity. In addition, as the goodwill balance was zero for the Connected Home segment before the segment realignment, no goodwill has been allocated to ~~Home~~the ~~Networking~~Mobile and ~~Mobile~~Home Networking segments, and the entire goodwill balance of $36.3 million prior to the segment realignment in the first quarter of 2025 remained in the NETGEAR for Business segment. An additional $9.5 million of goodwill was recorded in the NETGEAR for Business segment in the second quarter of 2025 in connection with the acquisition of Exium Inc. Refer to Note 114, Business Acquisition and Note 12, Segment Information for additional information.

Note 2. Summary of Significant 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 November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company for the year ended December 31, 2024 and early adoption is permitted. The Company adopted the new standard effective December 31, 2024 on a retrospective basis. The adoption did not have any impact on the Company’s financial position, results of operations or cash flows. Refer to Note 1112, Segment Information, for details.

Accounting Pronouncements Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which enhances annual income tax disclosures. ASU 2023-09 requires the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 also requires the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 is effective for the Company for the annual reporting period of the year ending December 31, 2025 and early adoption is permitted. The guidance allows for adoption using either a prospective or retrospective transition method. The Company is evaluating the impact that the updated standard will have on its financial statement disclosures.

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.

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. Revenue~~10

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.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 3. Revenue

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-cancellable backlog. Non-cancellable 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 ~~March~~June 3029, 2025:

(In thousands)

Less than 1 year

1 to 2 years

Beyond 2 years

Total

Performance obligations

6374,~~662~~722

2,~~916~~846

2,~~120~~113

6879,~~698~~681

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 mainly classified as Deferred revenue 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:

(In thousands)	Balance Sheet Location	~~March~~June 3029, 2025		December 31, 2024
Accounts receivable, net	Accounts receivable, net	$	~~142~~144,~~706~~871	$	156,210
Contract liabilities – current	Deferred revenue	$	3028,~~236~~881	$	30,261
Contract liabilities – non-current	Other non-current liabilities	$	4,~~962~~898	$	5,101

The difference in the balances of the Company’s contract assets and liabilities as of ~~March~~June 3029, 2025 and December 31, 2024, primarily results from the timing difference between the Company's performance and the customer's payment.

During the ~~three~~six months ended ~~March~~June 3029, 2025, $1223.15 million of revenue was deferred primarily due to unsatisfied performance obligations for service contracts, $1225.20 million of revenue was recognized for the satisfaction of performance obligations and $1020.80 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.

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Disaggregation of Revenue

In the following tables, net revenue is disaggregated by geographic region and sales channel. 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 January 1, 2025, the Company operates and reports in three segments: NETGEAR for Business, ~~Home~~Mobile, ~~Networking~~ and ~~Mobile~~Home Networking. The prior-year segment financial information has been recast to conform to the current-year presentation. Sales and usage-based taxes are excluded from net revenue.

Three Months Ended

March 30, 2025

March 31, 2024

June 29, 2025

June 30, 2024

(In thousands)

NETGEAR for Business

~~Home Networking~~Mobile

~~Mobile~~Home Networking

Total

NETGEAR for Business

~~Home Networking~~Mobile

~~Mobile~~Home Networking

Total

Geographic regions (1):

Geographic regions (1) :

Americas

4041,~~481~~690

5212,~~539~~852

1461,~~741~~737

~~107~~116,~~761~~279

3129,~~933~~221

5515,~~731~~764

2250,~~264~~518

~~109~~95,~~928~~503

EMEA

2426,~~339~~948

54,~~182~~710

2,~~608~~717

3234,~~129~~375

2318,~~177~~397

5,~~035~~072

23,~~975~~886

3127,~~187~~355

APAC

1413,~~371~~983

32,~~666~~846

43,~~133~~049

2219,~~170~~878

1312,~~513~~249

63,~~458~~496

35,~~500~~297

2321,~~471~~042

Total

7982,~~191~~621

6120,~~387~~408

2167,~~482~~503

~~162~~170,~~060~~532

6859,~~623~~867

6724,~~224~~332

2859,~~739~~701

~~164~~143,~~586~~900

Sales channels:

Service provider

~~270~~238

~~719~~14,311

~~16,951~~942

1715,~~940~~491

~~243~~202

417,~~615~~724

222,~~938~~008

2719,~~796~~934

Non-service provider

7882,~~921~~383

606,~~668~~097

466,~~531~~561

~~144~~155,~~120~~041

6859,~~380~~665

626,~~609~~608

557,~~801~~693

~~136~~123,~~790~~966

Total

7982,~~191~~621

6120,~~387~~408

2167,~~482~~503

~~162~~170,~~060~~532

6859,~~623~~867

6724,~~224~~332

2859,~~739~~701

~~164~~143,~~586~~900


	Six Months Ended
	June 29, 2025								June 30, 2024
(In thousands)	NETGEAR for Business		Mobile		Home Networking		Total		NETGEAR for Business		Mobile		Home Networking		Total
Geographic regions (1):
Americas	$	82,171	$	27,593	$	114,276	$	224,040	$	61,154	$	38,028	$	106,249	$	205,431
EMEA		51,287		7,318		7,899		66,504		41,574		8,047		8,921		58,542
APAC		28,354		6,979		6,715		42,048		25,762		6,996		11,755		44,513
Total	$	161,812	$	41,890	$	128,890	$	332,592	$	128,490	$	53,071	$	126,925	$	308,486
Sales channels:
Service provider	$	508	$	31,262	$	1,661	$	33,431	$	445	$	40,662	$	6,623	$	47,730
Non-service provider		161,304		10,628		127,229		299,161		128,045		12,409		120,302		260,756
Total	$	161,812	$	41,890	$	128,890	$	332,592	$	128,490	$	53,071	$	126,925	$	308,486

_____________________________

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

Note 4. ~~Balance~~Business ~~Sheet Components~~Acquisition

On June 16, 2025, the Company acquired Exium Inc. (“Exium”), a cybersecurity company focused on developing and delivering Secure Access Service Edge (SASE) platforms, as part of its continued investment in cloud-based solutions for advanced business connectivity. The Company believes that Exium’s products and expertise will enhance its network offering by adding an integrated SASE platform tailored for small and medium enterprises, which strategically aligns with its existing products, teams, and target markets.

The preliminary total purchase consideration was $12.5 million, which consisted of $12.1 million in cash paid in the second quarter of 2025, and $0.4 million in acquisition holdback for potential purchase price adjustments and indemnification, if any. In addition, $2.4 million may be payable as retention compensation. The acquisition qualified as a business combination and was accounted for using the acquisition method. The results of Exium have been included in the unaudited condensed consolidated financial statements since the date of acquisition. Pro forma results of operations for the acquisition are not presented as the financial impact to the Company's consolidated results of operations is not material.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Of the total preliminary purchase consideration, $9.5 million was allocated to goodwill, $4.3 million to developed technology platform, and $1.2 million to deferred tax liability. All the other assets acquired and liabilities assumed were immaterial.

The goodwill recorded on the acquisition of Exium is not deductible for U.S. federal or U.S. state income tax purposes. The goodwill recognized was allocated to the Company's NETGEAR for Business segment, and it is primarily attributable to expected synergies, and future growth opportunities associated with Exium’s cybersecurity platform.

Developed technology platform of $4.3 million was valued using the multi-period excess earnings method under the income approach, which discounted the asset's projected future cash flows at 28.5%. The provisional amortization period is seven years.

In connection with the acquisition, the Company recorded net deferred tax liabilities of $1.2 million, resulting from the recognition of $4.4 million in gross temporary differences related to the book basis of the intangible assets for which the Company has no tax basis.

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 ~~March~~June 3029, 2025 and December 31, 2024, were as follows:

	March 30, 2025
	June 29, 2025
(In thousands)	Amortized Cost		UnrealizedGains		UnrealizedLosses		EstimatedFair Value
U.S. treasury securities	$	119,~~433~~665	$	9337	$	—	$	119,~~526~~702
Total	$	119,~~433~~665	$	9337	$	—	$	119,~~526~~702


	December 31, 2024
(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
U.S. treasury securities	$	119,199	$	171	$	—	$	119,370
Total	$	119,199	$	171	$	—	$	119,370

The contractual maturities on the U.S. treasury securities as of ~~March~~June 3029, 2025 are all due within one year. Accrued interest receivable as of ~~March~~June 3029, 2025 was $1.34 million and was recorded within Prepaid expenses and other current assets on the unaudited condensed consolidated balance sheet.

There were no investments classified as available-for-sale in a continuous unrealized loss position for which an allowance for credit losses was not recorded as of ~~March~~June 3029, 2025 and December 31, 2024.

In the three and six months ended ~~March~~June 3029, 2025 and ~~March~~June 3130, 2024, 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 were no other-than-temporary impairments for these

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securities during the three and six months ended ~~March~~June 3029, 2025 and ~~March~~June 3130, 2024. Refer to Note 1213, Fair Value Measurements, for detailed disclosures regarding fair value measurements.

Inventories

(In thousands)	~~March~~June 3029, 2025		December 31, 2024
Raw materials	$	1711,~~437~~544	$	13,439
Finished goods		~~140~~145,~~461~~761		149,100
Total	$	157,~~898~~305	$	162,539

The Company records provisions for excess and obsolete inventory based on assumptions about future demand and market conditions and the amounts incurred were $10.48 million and $12.12 million for the three and six months ended ~~March~~June 3029, 2025, respectively, and ~~March~~$1.9 31million and $3.0 million for the three and six months ended June 30, 2024, 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

(In thousands)	~~March~~June 3029, 2025			December 31, 2024
Machinery and equipment	$	5455,~~700~~534		$	54,355
Furniture, fixtures, and leasehold improvements		2022,~~585~~973			20,028
Software		24,~~737~~654			24,610
Computer equipment		5,~~393~~554			5,384
Total property and equipment, gross		~~105~~108,~~415~~715			104,377
Accumulated depreciation		(9495,~~113~~038	)		(93,089	)
Total	$	1113,~~302~~677		$	11,288

Other non-current assets

(In thousands)	~~March~~June 3029, 2025		December 31, 2024
Non-current deferred income taxes	$	2,~~503~~455	$	2,332
Long-term investments		8,~~478~~699		8,381
Restricted cash		2,~~112~~100		2,107
Other		34,~~960~~639		3,767
Total	$	17,~~053~~893	$	16,587

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Long-term equity 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 ~~March~~June 3029, 2025 and ~~March~~June 3130, 2024, respectively. For such equity investments without readily determinable fair value still held at ~~March~~June 3029, 2025, there were no cumulative downward adjustments for price changes or impairment, and the cumulative upward adjustments for price changes was $0.3 million. Investments in limited partnership funds amounted to $2.46 million as of ~~March~~June 3029, 2025, and $2.23 million as of ~~March~~June 3130, 2024, ~~$2.3 million as of~~ December 31, 2024, and ~~$2.3 million as of~~ December 31, 2023, respectively.

Other accrued liabilities

(In thousands)	~~March~~June 3029, 2025		December 31, 2024
Current operating lease liabilities	$	109,~~288~~426	$	10,837
Sales and marketing		5053,~~060~~183		59,129
Warranty obligations		5,~~307~~565		5,192
Sales returns(1)		2722,~~100~~758		31,711
Freight and duty		4,~~112~~807		4,979
Other		31,~~158~~625		36,230
Total	$	~~128~~127,~~025~~364	$	148,078

(1)

Inventory expected to be received from future sales returns amounted to $1210.86 million and $15.1 million as of ~~March~~June 3029, 2025 and December 31, 2024, respectively. Provisions to write down expected returned inventory to net realizable value amounted to $87.64 million and $9.0 million as of ~~March~~June 3029, 2025 and December 31, 2024, respectively.

Note 56. 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 than six 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 executes ten cash flow hedges per quarter with maturities under six months and with an average USD notional amount of approximately $54.08 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 ten non-designated forwards per quarter with maturities less than three months and an average USD notional amount of approximately $23.90 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:

	Balance Sheet					Balance Sheet
(In thousands)	Location	~~March~~June 3029,2025		December 31,2024		Location	~~March~~June 3029,2025		December 31,2024
Derivatives not designated as hedging instruments	Prepaid expenses and other current assets	$	~~345~~405	$	979	Other accrued liabilities	$	1,~~410~~578	$	254
Derivatives designated as hedging instruments	Prepaid expenses and other current assets		—30		74	Other accrued liabilities		~~142~~116		19
Total		$	~~345~~435	$	1,053		$	1,~~552~~694	$	273

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Refer to Note 1213, Fair Value Measurements for detailed disclosures regarding fair value measurements. Refer to Note 910, Stockholders’ Equity, for details on the accumulated other comprehensive income (loss) activity related to derivatives and refer to Note 1112, 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 67. 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:

	Three Months Ended						Six Months Ended
(In thousands, except per share data)	~~March~~June 3029, 2025			~~March~~June 3130, 2024			June 29, 2025			June 30, 2024
Numerator:
Net loss	$	(6,~~034~~428	)	$	(1845,~~650~~175	)	$	(12,462	)	$	(63,825	)
Denominator:
Weighted average common shares – basic		28,~~717~~911			2928,~~395~~883			28,815			29,136
Weighted average common shares – dilutive		28,~~717~~911			2928,~~395~~883			28,815			29,136
Basic net loss per share	$	(0.2122	)	$	(01.6356	)	$	(0.43	)	$	(2.19	)
Diluted net loss per share	$	(0.2122	)	$	(01.6356	)	$	(0.43	)	$	(2.19	)
Anti-dilutive employee stock-based awards, excluded		~~258~~331			2,~~085~~060			362			1,968

Note 78. Income Taxes

The income tax provision for the three and six months ended ~~March~~June 3029, 2025 was $10.49 million, or an effective tax rate of (3015.45)%, and $2.3 million, or an effective tax rate of (22.3)%, respectively. The income tax ~~benefit~~provision for the three and six months ended ~~March~~June 3130, 2024 was $0.1.0 million, or an effective tax rate of (2.3)%, and $0.89 million, or an effective tax rate of (1.4)%, respectively. The changes in taxes for the three and six months ended ~~March~~June 3029, 2025, compared to the prior year ~~period~~periods, ~~was~~were primarily due to ~~lower~~tax ~~foreign~~benefits ~~profits~~recorded for the reversal of a portion of the federal and state valuation allowances that offset deferred tax liabilities resulting from intangibles established in purchased accounting for the Exium acquisition. Further, in the period ended ~~March~~June 3130, 2024, there were lower foreign profits combined with foreign reserve releases resulting from audits effectively settled in ~~the period ended March 31,~~ 2024.

The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. The future foreign tax rate could be affected by changes in the composition in earnings in countries with tax rates differing from the U.S. federal rate. The Company is under examination in various U.S. and foreign jurisdictions.

The Company files income tax returns in the U.S. federal jurisdiction as well as various state, local, and foreign jurisdictions. Due to the uncertain nature of ongoing tax audits, the Company has recorded its liability for uncertain tax positions as part of its long-term liability as payments cannot be anticipated over the next twelve months. The existing tax positions of the Company continue to generate an increase in the liability for uncertain tax positions. The liability for uncertain tax positions may be reduced for liabilities that are settled with taxing authorities or on which the statute of limitations could expire without assessment from tax authorities. The possible reduction in liabilities for uncertain tax positions in multiple jurisdictions in the next twelve months is approximately $1.4 million excluding the interest, penalties and the effect of any related deferred tax assets or liabilities. The Company is currently under examination in various U.S. and foreign jurisdictions.

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next twelve months is approximately $1.4 million excluding the interest, penalties and the effect of any related deferred tax assets or liabilities. The Company is currently under examination in various U.S. and foreign jurisdictions.

The Company accounts for income taxes under an asset and liability approach. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences resulting from different treatment for tax versus accounting for certain items, such as accruals and allowances not currently deductible for tax purposes. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheets. The Company must then assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. The Company’s assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing its future taxable income on a jurisdictional basis, the Company considers the effect of its transfer pricing policies on that income. As of the period ended October 1, 2023, the Company determined that recovery of its U.S. federal and state deferred tax assets was no longer more likely than not and established a full valuation allowance on those net assets, based on evaluation of all available evidence, including actual and anticipated business results. Accordingly, the balance sheet net deferred tax assets from the U.S. federal and state jurisdictions reported in “Other Non-current Assets” were reduced after the effect of establishing the valuation allowance.

The Company evaluated the current results as of the period ended ~~March~~June 3029, 2025, coupled with the expectations for the remainder of the year, and determined that it continues to not be more likely than not that the deferred tax assets would be realized, and accordingly, has recorded no benefit for the forecasted tax loss for the three months ended ~~March~~June 3029, 2025.

~~Note~~ 8.The ~~Commitments~~One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 and ~~Contingencies~~the Company continues to evaluate the impact on its financial position. The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

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. As of ~~March~~June 3029, 2025, the Company had approximately $5160.32 million, as compared to $57.4 million as of December 31, 2024, 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. Due to an elongation of the time from order placement to production that occurred several years ago, the Company issued purchase orders to supply chain partners beyond contractual termination periods. As of ~~March~~June 3029, 2025, $~~239~~208.87 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 is 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, amounted to $~~53,000~~0.2 million and $10.13 million for the three and six months ended ~~March~~June 3029, 2025, respectively, and ~~March~~$5.1 31million and $6.2 million for the three and six months ended June 30, 2024, respectively.

~~Non-Trade Commitments~~17

As of March 30, 2025, the Company had non-cancellable purchase commitments of $11.3 million pertaining to non-trade activities.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Non-Trade Commitments

As of June 29, 2025, the Company had non-cancellable purchase commitments of $9.4 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:

	Three Months Ended						Six Months Ended
(In thousands)	~~March~~June 3029, 2025			~~March~~June 3130, 2024			June 29, 2025			June 30, 2024
Balance as of beginning of the period	$	5,~~192~~307		$	5,~~738~~087		$	5,192		$	5,738
Provision for warranty liability made		1,~~254~~422			~~608~~800			2,676			1,408
Settlements made		(1,~~139~~164	)		(1,~~259~~116	)		(2,303	)		(2,375	)
Balance as of the end of the period	$	5,~~307~~565		$	54,~~087~~771		$	5,565		$	4,771

Leases

As of ~~March~~June 3029, 2025, the Company entered into an office lease that has not yet commenced with short-term and long-term future lease payments of $12.73 million and $4140.26 million, respectively, that are not yet recorded on the unaudited consolidated balance sheets. This lease will commence in ~~late~~the third fiscal quarter of 2025 with a non-cancelable lease term of 11 years.

Litigation and Other Legal Matters

The Company is involved in disputes, litigation, and other legal actions, including, but not limited to, the matters described below. 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 910. Stockholders’ 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 ~~three~~six months ended ~~March~~June 3029, 2025 and ~~March~~June 3130, 2024, the Company repurchased, retired and reported, based on trade date, approximately 0.35 million and 01.86 million shares of common stock, at a cost of approximately $7.5 million and $11.4 million, respectively. As of March 30, 2025, approximately 3.1 million shares remained authorized for repurchase under the repurchase program.

The Company repurchased and reported, based on trade date, approximately 186,000 shares and 32,000 shares of common stock, at a cost of approximately $5.1 million and $0.5 million, during the three months ended March 30, 2025 and March 31, 2024, respectively, to administratively facilitate the withholding and subsequent remittance of personal income and payroll taxes for individuals receiving RSUs. 18

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

common stock, at a cost of approximately $15.0 million and $21.4 million, respectively. As of June 29, 2025, approximately 2.8 million shares remained authorized for repurchase under the repurchase program.

The Company repurchased and reported, based on trade date, approximately 370,000 shares and 197,000 shares of common stock, at a cost of approximately $9.7 million and $2.9 million, during the six months ended June 29, 2025 and June 30, 2024, respectively, to administratively facilitate the withholding and subsequent remittance of personal income and payroll taxes for individuals receiving RSUs.

These shares were retired upon repurchase. 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.

Accumulated Other Comprehensive Income (Loss)

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

(In thousands)	Unrealized gains (losses) on available-for-saleinvestments			Unrealizedgains (losses)on derivatives			Estimated tax benefit (provision)			Total
Balance as of December 31, 2024	$	169		$	79		$	(7	)	$	241
Other comprehensive income (loss) before reclassifications		(78134	)		(~~662~~985	)		~~115~~196			(~~625~~923	)
Less: Amount reclassified from accumulated other comprehensive (loss) income		—			(382	)		80			(302	)
Less: Amount reclassified from accumulated other comprehensive income (loss)		—			(820	)		172			(648	)
Net current period other comprehensive income (loss)		(78134	)		(~~280~~165	)		3524			(~~323~~275	)
Balance as of March 30, 2025	$	91		$	(201	)	$	28		$	(82	)
Balance as of June 29, 2025	$	35		$	(86	)	$	17		$	(34	)
(In thousands)	Unrealized gains (losses) on available-for-saleinvestments			Unrealizedgains (losses)on derivatives			Estimated taxbenefit (provision)			Total
Balance as of December 31, 2023	$	126		$	7		$	3		$	136
Other comprehensive income (loss) before reclassifications		(~~166~~219	)		(5186	)		637			(~~165~~368	)
Less: Amount reclassified from accumulated other comprehensive income (loss)		—			(63162	)		1334			(50128	)
Net current period other comprehensive income (loss)		(~~166~~219	)		58(24	)		(73	)		(~~115~~240	)
Balance as of March 31, 2024	$	(40	)	$	65		$	(4	)	$	21
Balance as of June 30, 2024	$	(93	)	$	(17	)	$	6		$	(104	)

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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

	Three Months Ended						Six Months Ended
(In thousands)	~~March~~June 3029, 2025			~~March~~June 3130, 2024			June 29, 2025			June 30, 2024
Amount Reclassified from AOCI
Gains (losses) on cash flow hedge:
Foreign currency forward contracts
Affected line item in the statement of operations
Net revenue	$	(~~522~~542	)	$	(79130	)	$	(1,064	)	$	(209	)
Cost of revenue		—3			—			3			—
Research and development		3220			(1	)		52			(2	)
Sales and marketing		7971			933			150			42
General and administrative		2910			8(1	)		39			7
Total before tax		(~~382~~438	)		(6399	)		(820	)		(162	)
Tax impact		8092			1321			172			34
Total, net of tax	$	(~~302~~346	)	$	(5078	)	$	(648	)	$	(128	)

~~Note 10. Employee Benefit Plans~~20

The Company grants options, time-based RSUs and performance-based RSUs under the 2016 Incentive Plan (the “2016 Plan”), under which awards may be granted to all employees. Vesting periods under this plan are generally four years for options, three years for performance-based RSUs, and three or four years for time-based RSUs. As of March 30, 2025, approximately 2.5 million shares were reserved for future grants under the 2016 Plan.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

InNote 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 responsibility11. AsEmployee ofBenefit ~~March 30, 2025, approximately 0.2 million shares were reserved for future grants under the 2024 Inducement Plan.~~Plans

Additionally, 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 March 30, 2025, ~~approximately~~Equity ~~0.3~~Incentive ~~million shares were available for issuance under the ESPP.~~Plan

In April 2025, the Company's Board of Directors adopted the 2025 Equity Incentive Plan (the "2025 Plan") which was approved by the Company's stockholders at the 2025 Annual Meeting of Stockholders on May 29, 2025. The 2025 Plan provides for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to eligible directors, employees and consultants of the Company. The maximum aggregate number of shares that may be issued under the 2025 Plan is 750,000 shares, plus (i) any shares that were available for grant under the 2016 Plan as of immediately prior to the date the 2025 Plan becomes effective, plus (ii) any shares granted under the 2016 Plan that expire, are forfeited to or repurchased by the Company. As of June 29, 2025, approximately 2.5 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 of twelve months from the vest start date and the remaining vesting quarterly over the remaining two years. RSUs do not have an expiration date. Performance-based RSUs granted generally vest at the end of a three-year period if performance conditions are met.

Any shares that are tendered by a participant of the 2025 Plan 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 shall again be made available for issuance under the 2025 Plan.

2016 Equity Incentive Plan

The Company granted options, time-based RSUs and performance-based RSUs under the 2016 Incentive Plan (the “2016 Plan”), under which awards were granted to employees. Vesting periods under this plan were generally four years for options, three years for performance-based RSUs, and three or four years for time-based RSUs. As of June 29, 2025, as disclosed above, the Company adopted the 2025 Plan, which superseded the 2016 Plan with respect to new equity award grants. No additional awards will be granted under the 2016 Plan following the effective date of the 2025 Plan. However, (i) any shares that remained available for grant under the 2016 Plan immediately prior to the 2025 Plan’s effective date and (ii) any shares subject to awards granted under the 2016 Plan that are subsequently forfeited, expire, or are repurchased by the Company, will become available for issuance under the 2025 Plan. All outstanding awards previously granted under the 2016 Plan remain outstanding and continue to be governed by the applicable terms and conditions of that plan. Any shares that are tendered by a participant of the 2016 Plan or retained by the Company as full or partial payment to the Company for the purchase of an award or to satisfy tax withholding obligations in connection with an award shall no longer again be made available for issuance under the 2016 Plan.

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. In May 2025, the Company’s Board of Directors approved an amendment to the 2024 Inducement Plan which increased the number of shares of the Company’s common stock that may be issued under the 2024 Inducement Plan by an additional 600,000 shares. As of June 29, 2025, approximately 0.5 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. In May 2025, the stockholders of the Company approved an amendment to the 2003 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for sale under the ESPP by 1.5 million shares. As of June 29, 2025, approximately 1.8 million shares were available for issuance under the ESPP.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Option Activity

Stock option activity was as follows:

(In thousands, except per share amounts)	Number ofShares			Weighted Average Exercise Price Per Share
Outstanding as of December 31, 2024		475		$	32.60
Exercised		(~~173~~198	)	$	26.6156
Expired		(~~114~~170	)	$	4138.6797
Outstanding as of March 30, 2025		188		$	32.58
Outstanding as of June 29, 2025		107		$	33.73

Time-Based RSU Activity

Time-based RSU activity was as follows:

(In thousands, except per share amounts)	Numberof Shares			Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2024		2,550		$	17.64
Granted		51548		$	2628.6519
Vested		(~~156~~765	)	$	1617.1191
Cancelled		(~~102~~127	)	$	18.1734
Outstanding as of March 30, 2025		2,343		$	17.91
Outstanding as of June 29, 2025		2,206		$	20.12

Performance-Based RSU Activity

Since 2020, the Company’s ~~executive~~executives ~~officers~~have ~~were~~been granted performance-based restricted stock units (“PSUs”) under the 2016 Plan with vesting occurring at the end of a three-year period, ifcontingent ~~performance~~upon ~~conditions~~the ~~are~~achievement ~~met~~of specified performance conditions. In February 2024, the Company granted PSUs under the 2024 Inducement Plan to its newly-hired Chief Executive Officer with 1/3 of the target PSUs being allocated to each tranche and vesting occurring at the end of each anniversary of the vesting commencement date over a three-year period. In addition, in 2024 and 2025, the Company granted PSUs under the 2016 Plan, 2024 Inducement Plan and 2025 Plan to its newly-hired employees or executives with vesting occurring at the end of a three-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 150% 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 for each tranche.

18PSU activity was as follows:


(In thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2024		655		$	20.93
Granted		374		$	47.13
Vested		(249	)	$	20.85
Cancelled		(31	)	$	19.80
Outstanding as of June 29, 2025		749		$	34.10

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

PSU activity was as follows:

(In thousands, except per share amounts)	Numberof Shares			Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2024		655		$	20.93
Granted		76		$	20.71
Vested		(232	)	$	20.74
Cancelled		(3	)	$	22.37
Outstanding as of March 30, 2025		496		$	20.98

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:

	Three Months Ended				Six Months Ended
(In thousands)	~~March~~June 3029, 2025		~~March~~June 3130, 2024		June 29, 2025		June 30, 2024
Cost of revenue	$	~~422~~456	$	~~365~~413	$	878	$	778
Research and development		~~592~~1,000		~~698~~844		1,592		1,542
Sales and marketing		1,~~313~~816		1,~~237~~235		3,129		2,472
General and administrative		3,~~169~~403		23,~~244~~396		6,572		5,640
Total	$	56,~~496~~675	$	45,~~544~~888	$	12,171	$	10,432

As of ~~March~~June 3029, 2025, $3659.87 million of unrecognized compensation cost related to unvested RSUs (time-based and performance-based) expected to be recognized over a weighted-average period of 2.01 years.

Note 1112. 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. As previously announced, in the first fiscal quarter of 2025, the Company realigned its business structure by separating the Connected Home segment into two distinct reportable segments: ~~Home~~Mobile ~~Networking~~ and ~~Mobile~~Home Networking. This realignment is intended to further strengthen the Company's operational and financial management and enable further focus on growth opportunities while maintaining financial discipline. The leadership team of each segment focuses on serving the unique needs of their customers through product and service development from both a product marketing and engineering standpoint, while also managing the sales and marketing functions that support their businesses. Effective January 1, 2025, the Company operates and reports in three segments: NETGEAR for Business, ~~Home Networking~~Mobile, and ~~Mobile~~Home Networking. The prior-year segment financial information has been recast to conform to the current-year presentation.

•

NETGEAR for Business: Focuses on businesses and provides solutions for business networking, wireless local area network (“LAN”), audio and video over Ethernet for Pro AV applications, security and remote management providing enterprise-class functionality at an affordable price;

•

Home Networking: Focuses on consumers and provides high-performance, dependable and easy-to-use WiFi internet networking solutions such as WiFi 6, WiFi 6E and WiFi 7 Tri-band and Quad-band mesh systems, routers, and subscription services that provide consumers a range of value-added services focused on performance, security, privacy, and premium support.

Mobile: Focuses on both consumers and businesses and provides high-performance Mobile (4G/5G) products, including WiFi 7, WiFi 6/6E-enabled portable mobile hotspots and mobile routers, designed to meet the growing demand for on-the-go, high-speed and reliable internet connectivity with advanced security features.

•

19Home Networking: Focuses on consumers and provides high-performance, dependable and easy-to-use WiFi internet networking solutions such as WiFi 6, WiFi 6E and WiFi 7 multi-band mesh systems, routers, and subscription services that provide consumers a range of value-added services focused on performance, security, privacy, and premium support.

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 contribution income (loss). Segment contribution income (loss) includes all product line segment revenues less the related cost of sales, research and development and sales and marketing costs. 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, stock-based compensation expense, acquisition related expenses, restructuring and other charges, litigation reserves, net, and other income (expenses), net.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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 contribution income (loss). Segment contribution income (loss) includes all product line segment revenues less the related cost of sales, research and development and sales and marketing costs. 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 intangibles, stock-based compensation expense, intangibles impairment, 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:

	Three Months Ended
	March 30, 2025												March 31, 2024
	June 29, 2025												June 30, 2024
(In thousands, except percentage data)	NETGEAR for Business			~~Home Networking~~Mobile			~~Mobile~~Home Networking			Total			NETGEAR for Business			~~Home~~Mobile ~~Networking~~ (2)			~~Mobile~~Home Networking (2)			Total
Net revenue	$	7982,~~191~~621		$	6120,~~387~~408		$	2167,~~482~~503		$	~~162~~170,~~060~~532		$	6859,~~623~~867		$	6724,~~224~~332		$	2859,~~739~~701		$	~~164~~143,~~586~~900
Cost of revenue		4244,~~530~~036			4614,~~580~~476			1647,~~202~~586			~~105~~106,~~312~~098			39,~~889~~720			5219,~~323~~081			2352,~~772~~863			~~115~~111,~~984~~664
Gross profit		3638,~~661~~585			145,~~807~~932			519,~~280~~917			5664,~~748~~434			2820,~~734~~147			145,~~901~~251			46,~~967~~838			4832,~~602~~236
Gross margin		46.37	%		2429.1	%		2429.65	%		3537.08	%		4133.97	%		2221.26	%		1711.35	%		2922.54	%
Operating expenses		1922,~~026~~623			165,~~529~~799			516,~~023~~763			4045,~~578~~185			18,~~830~~086			206,~~060~~418			519,~~948~~465			4443,~~838~~969
Contribution income (loss)		1715,~~635~~962			~~(1,722~~133	)		~~257~~3,154			1619,~~170~~249			92,~~904~~061			(51,~~159~~167	)		(~~981~~12,627	)		3(11,~~764~~733	)
Contribution margin		2219.3	%		(20.87	)%		14.27	%		1011.03	%		143.4	%		(74.78	)%		(321.42	)%		2(8.32	)%
Corporate and unallocated costs											(1820,~~768~~472	)											(19,~~806~~350	)
Stock-based compensation expense											(56,~~496~~675	)											(45,~~544~~888	)
Restructuring and other charges											(4,742	)											(1,032	)
Acquisition related expenses											(705	)											—
Litigation reserves, net											37												(30	)
Restructuring and other charges											(862	)											(1,688	)
Other income, net (1)											8,171												2,850
Litigation reserves, net											(75	)											(8,200	)
Loss before income taxes										$	(4,628	)										$	(18,798	)
Other income, net (1)											3,976												2,713
Loss before income taxes										$	(5,564	)										$	(44,146	)

Amounts included interest income of $3.3 million and $2.5 million, and gain/(loss), net from derivatives not designated as hedging instruments of $(1.0) million and $1.5 million, for the three months ended March 30, 2025 and March 31, 2024, respectively. For the three months ended March 30, 2025, the amount also included proceeds of $4.7 million from a sale of patents.


	Six Months Ended
	June 29, 2025												June 30, 2024
(In thousands, except percentage data)	NETGEAR for Business			Mobile			Home Networking			Total			NETGEAR for Business			Mobile (2)			Home Networking (2)			Total
Net revenue	$	161,812		$	41,890		$	128,890		$	332,592		$	128,490		$	53,071		$	126,925		$	308,486
Cost of revenue		86,566			30,678			94,166			211,410			79,609			42,853			105,186			227,648
Gross profit		75,246			11,212			34,724			121,182			48,881			10,218			21,739			80,838
Gross margin		46.5	%		26.8	%		26.9	%		36.4	%		38.0	%		19.3	%		17.1	%		26.2	%
Operating expenses		41,649			10,822			33,292			85,763			36,916			12,366			39,525			88,807
Contribution income (loss)		33,597			390			1,432			35,419			11,965			(2,148	)		(17,786	)		(7,969	)
Contribution margin		20.8	%		0.9	%		1.1	%		10.6	%		9.3	%		(4.0	)%		(14.0	)%		(2.6	)%
Corporate and unallocated costs											(39,240	)											(39,156	)
Stock-based compensation expense											(12,171	)											(10,432	)
Acquisition related expenses											(705	)											—
Restructuring and other charges											(5,604	)											(2,720	)
Litigation reserves, net											(38	)											(8,230	)
Other income, net (1)											12,147												5,563
Loss before income taxes										$	(10,192	)										$	(62,944	)

(1)

~~Financial~~Amounts ~~information~~included interest income of $3.1 million and $6.4 million for the ~~Home~~three ~~Networking~~and ~~segment~~six months ended June 29, 2025, respectively, and ~~Mobile~~$2.5 ~~segment~~million inand $5.0 million for the ~~prior~~three ~~year~~and ~~period~~six ~~were~~months ~~recast~~ended toJune ~~conform~~30, to2024, respectively. Amounts also included gain/(loss), net from derivatives not designated as hedging instruments of $(2.1) million and $(3.1) million for the ~~current~~three ~~reportable~~and ~~segment~~six ~~structure~~months ended June 29, 2025, respectively, and $0.6 million and $2.1 million for the three and six months ended June 30, 2024, respectively. For the six months ended June 29, 2025, the amount also included proceeds of $4.7 million from a sale of patents.

(2)

Financial information for the Mobile segment and Home Networking segment in the prior year period were recast to conform to the current reportable segment structure.

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

2024

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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:

	Three Months Ended				Six Months Ended
(In thousands)	~~March~~June 3029, 2025		~~March~~June 3130, 2024		June 29, 2025		June 30, 2024
United States (U.S.)	$	~~104~~112,~~039~~762	$	~~107~~92,~~289~~794	$	216,801	$	200,083
Americas (excluding U.S.)		3,~~722~~517		2,~~639~~709		7,239		5,348
EMEA (1)		3234,~~129~~375		3127,~~187~~355		66,504		58,542
APAC (1)		2219,~~170~~878		2321,~~471~~042		42,048		44,513
Total net revenue	$	~~162~~170,~~060~~532	$	~~164~~143,~~586~~900	$	332,592	$	308,486

(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:

(In thousands)	~~March~~June 3029, 2025		December 31, 2024
United States (U.S.)	$	18,~~043~~605	$	19,057
Canada		54,~~218~~980		5,573
Americas (excluding U.S. and Canada)		2419		39
EMEA		2,~~991~~883		3,127
Singapore		43,~~406~~974		4,841
APAC (excluding Singapore) (1)		6,~~433~~380		6,698
Total	$	3736,~~115~~841	$	39,335

(1)

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

2125

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1213. Fair Value Measurements

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

March 30, 2025

June 29, 2025

(In thousands)

Total

Quoted marketprices in activemarkets(Level 1)

Significantotherobservableinputs(Level 2)

Assets:

Cash equivalents: money-market funds

~~112~~114,~~763~~933

—

Available-for-sale investments: U.S. treasury securities(1)

119,~~526~~702

—

119,~~526~~702

Trading securities: mutual funds(1)

2,~~590~~750

—

Foreign currency forward contracts(2)

~~345~~435

—

~~345~~435

Total assets measured at fair value

~~235~~237,~~224~~820

~~115~~117,~~353~~683

~~119~~120,~~871~~137

Liabilities:

Foreign currency forward contracts(3)

1,~~552~~694

—

1,~~552~~694

Total liabilities measured at fair value

1,~~552~~694

—

1,~~552~~694


	December 31, 2024
(In thousands)	Total		Quoted market prices in active markets (Level 1)		Significant other observable inputs (Level 2)
Assets:
Cash equivalents: money-market funds	$	111,043	$	111,043	$	—
Available-for-sale investments: U.S. treasury securities(1)		119,370		—		119,370
Trading securities: mutual funds(1)		2,876		2,876		—
Foreign currency forward contracts(2)		1,053	—			1,053
Total assets measured at fair value	$	234,342	$	113,919	$	120,423
Liabilities:
Foreign currency forward contracts(3)	$	273	$	—	$	273
Total liabilities measured at fair value	$	273	$	—	$	273

(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 1314. Restructuring and Other Charges

The Company accounts for its restructuring plans under the authoritative guidance for exit or disposal activities. The Company includes expenses related to restructuring and other charges in Other operating expenses (income), net in the condensed consolidated statements of operations. Accrued restructuring and other charges are classified within Accrued employee compensation and Other accrued liabilities on the condensed consolidated balance sheets.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

~~condensed~~Restructuring ~~consolidated~~and ~~statements~~other ofcharges ~~operations.~~recognized ~~Accrued~~in ~~restructuring~~the three and six months ended June 29, 2025 and June 30, 2024, respectively, were primarily for severance, and other ~~charges~~costs ~~are~~in ~~classified~~relation ~~within~~to ~~Accrued~~the ~~employee~~reorganization ~~compensation~~of the business. These initiatives were undertaken to reduce costs, and ~~Other~~reinvest ~~accrued~~into ~~liabilities~~the business to capitalize on the ~~condensed~~Company's ~~consolidated~~highest ~~balance~~priority ~~sheets~~opportunities to drive revenue growth and improve profitability. The vast majority of the liabilities as of June 29, 2025 are expected to be settled in 2025.

Restructuring and other charges recognized in the three months ended March 30, 2025 and March 31, 2024, respectively, were primarily for severance, and other costs in relation to the reorganization of our business to better align the cost structure of the business with the areas to deliver long-term growth and expanding profitability or projected revenue levels. The liabilities as of March 30, 2025 are expected to be settled in 2025.

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

(In thousands)	Accrued Restructuring and Other Charges at December 31, 2024		Additions		Cash Payments			Adjustments			Accrued Restructuring and Other Charges at ~~March~~June 3029, 2025
Restructuring
Employee termination charges	$	664	$	45,~~698~~531	$	(4,~~259~~783	)	$	(720	)	$	1,~~096~~432
Lease contract termination and other charges		—		4473		(810	)		(1535	)		2128
Total Restructuring and other charges	$	664	$	45,~~742~~604	$	(4,~~267~~793	)	$	(2215	)	$	1,~~117~~460

(In thousands)	Accrued Restructuring and Other Charges at December 31, 2023		Additions		Cash Payments			Adjustments			Accrued Restructuring and Other Charges at ~~March~~June 3130, 2024
Restructuring
Employee termination charges	$	257	$	~~924~~2,504	$	(~~665~~2,139	)	$	~~(14~~—	)	$	~~502~~622
Lease contract termination and other charges		30		~~108~~216		(386	)		(~~114~~160	)		21—
Total Restructuring and other charges	$	287	$	12,~~032~~720	$	(~~668~~2,225	)	$	(~~128~~160	)	$	~~523~~622

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “could,” “may,” “will,” and similar expressions are intended to identify forward-looking statements. The forward-looking statements represent NETGEAR’s expectations or beliefs concerning future events based on information available at the time such statements were made and include statements regarding: NETGEAR’s future operating performance and financial condition, including expectations regarding growth, revenue, expenses, operating margin, gross margin, continued profitability and cash generation; NETGEAR's reporting structure; NETGEAR's belief of the principal competitive factors in the business, consumer, and service provider markets for networking products; expectations regarding more predictable performance that is aligned to the market, including as a result of our efforts to work with our channel partners to optimize their inventory carrying levels; expectations regarding transportation costs; NETGEAR’s strategy of capitalizing on technological inflection points, developing products that serve a broader segment and simplifying and developing service offerings that build recurring service revenue streams; expectations regarding paid revenue from paid subscription service plans; expectations regarding product mix and market demand for NETGEAR’s products and services, including NETGEAR for Business, ~~Home~~Mobile, ~~Networking~~ and ~~Mobile~~Home Networking products and subscription services and NETGEAR’s ability to respond to this demand; expectations regarding competition, competitive factors, consumer price sensitivity and demand for NETGEAR’s products and services; expectations regarding sales channels, direct online store and in-app offerings; expectations regarding macroeconomic conditions and impacts to NETGEAR’s operational and financial performance and business strategies; expectations regarding the consumer retail networking market; expectations regarding existing cash, cash equivalents and short-term investments and anticipated cash requirements; expectations regarding inventory levels, inventory management and inventory costs; expectations regarding research and development expenses, sales and marketing expenses and general and administration expenses; expectations regarding expected tax rates or tax expenses and changes in legislation related to the taxation of business entities; expectations regarding the impact of acquisitions, including the acquisition of Exium; and expectations regarding NETGEAR’s subscription services and service revenue. These statements are based on management’s current expectations and are subject to a number of risks and uncertainties, including but not limited to those described in “Part II—Item 1A—Risk Factors” and “Liquidity and Capital Resources” below and in our other SEC filings, including our Annual Report. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Therefore, our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. All forward-looking statements in this document are based on information available to us as of the date hereof and we assume no obligation to update any such forward-looking statements except as required by law. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying notes contained in this quarterly report. Unless expressly stated or the context otherwise requires, the terms “we,” “our,” “us” and “NETGEAR” refer to NETGEAR, Inc. and its subsidiaries.

Business and Executive Overview

We are a global leader in innovative and advanced networking technologies for businesses, homes, and service providers. We deliver a wide range of intelligent solutions designed to unleash the full potential of connectivity. Our goal is to power extraordinary experiences where people collaborate and connect to a world of information and innovation. Our highly differentiated connected solutions range from switching and wireless products to augment business networks and audio and video (“AV”) over Ethernet for Pro AV applications to our good, better, and best WiFi solutions, security and support services to protect and enhance business and home networks. Additionally, we continually invest in research and development to create new technologies and services and to capitalize on technological inflection points and trends, such as audio and video over Ethernet, multi-Gigabit internet service to homes, WiFi 7, eSIM and future technologies. Our product line helps to create and extend wired and wireless networks as well as devices that attach to the network, such as services that complement and enhance our product line offerings. These products are available in multiple configurations to address the changing needs of our customers in each geographic region.

As we announced in February 2025, beginning with the first quarter of 2025, we realigned our business structure by separating the previously disclosed Connected Home segment into two distinct reportable segments: ~~Home Networking and~~ Mobile. ~~This realignment further strengthens our operational~~ and ~~financial~~Home ~~management and enables us to further focus on~~

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Networking. This realignment further strengthens our operational and financial management and enables us to further focus on growth opportunities while maintaining financial discipline. Effective January 1, 2025, we operate and report in three segments: NETGEAR for Business, ~~Home Networking~~Mobile, and ~~Mobile~~Home Networking. The leadership team of each segment focuses on serving the unique needs of their customers through product and service development from both a product marketing and engineering standpoint, while also managing the sales and marketing functions that support their businesses. The NETGEAR for Business segment focuses on businesses and provides solutions for business networking, wireless local area network (“LAN”), audio and video over Ethernet for Pro AV applications, security and remote management providing enterprise-class functionality at an affordable price. The ~~Home~~Mobile ~~Networking~~ segment focuses on both consumers and businesses and provides high-performance, ~~dependable~~Mobile ~~and~~(4G/5G) ~~easy-to-use~~products, ~~WiFi~~including ~~internet networking solutions such as~~ WiFi 67, WiFi 6/6E-enabled ~~and~~portable ~~WiFi~~mobile 7hotspots ~~Tri-band~~ and ~~Quad-band~~mobile ~~mesh systems,~~ routers, ~~and~~designed ~~subscription~~to ~~services~~meet ~~that~~the ~~provide~~growing ~~consumers~~demand afor ~~range~~on-the-go, ~~of value~~high-~~added~~speed ~~services~~and ~~focused~~reliable oninternet ~~performance,~~connectivity ~~security,~~with ~~privacy,~~advanced ~~and~~security ~~premium support~~features. The ~~Mobile~~Home Networking segment focuses on ~~both~~ consumers and ~~businesses and~~ provides high-performance, ~~Mobile~~dependable ~~(4G/5G)~~and ~~products,~~easy-to-use ~~including~~WiFi internet networking solutions such as WiFi 76, WiFi 6/6E~~-enabled~~ ~~portable~~and ~~mobile~~WiFi ~~hotspots~~7 ~~and~~multi-band ~~mobile~~mesh systems, routers, ~~designed~~and tosubscription ~~meet~~services ~~the~~that ~~growing~~provide ~~demand~~consumers ~~for~~a ~~on-the-go,~~range ~~high~~of value-~~speed~~added ~~and~~services ~~reliable~~focused ~~internet~~on ~~connectivity~~performance, ~~with~~security, ~~advanced~~privacy, ~~security~~and ~~features~~premium support. The prior-year segment financial information has been recast to conform to the current-year presentation. We conduct business across three geographic regions: Americas, EMEA, and APAC.

Business Overview

The markets in which our segments operate are intensely competitive and subject to rapid technological evolution. We believe that 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. To remain competitive, we believe we must continue to aggressively invest resources in highly differentiated, “good, better, best”, high performance reliable and trusted connectivity solutions, complemented by valuable subscription services, expanding our sales channels including our direct-to-consumer capabilities and custom installers, increasing engagement with our customers and manufacturing partners, and maintaining customer satisfaction worldwide. Our investments reflect our enhanced focus on the security of our products and systems, as the threat of cyber-attacks and exploitation of potential security vulnerabilities in our industry is on the rise and is increasingly a significant consumer concern.

We sell our products through multiple sales channels worldwide, including traditional and online retailers, wholesale distributors, DMRs, VARs, broadband service providers, and through our direct online store at www.netgear.com. Our retail channel includes traditional and online retail locations both domestically and internationally, such as Amazon.com (worldwide), Best Buy, Wal-Mart, Staples, Office Depot, Target, Electra (Sweden), Fnac Darty (Europe), JB HiFi (Australia), Elkjop (Norway), and Boulanger (France). Our DMRs include CDW Corporation, Insight Corporation, and PC Connection in domestic markets. Our main wholesale distributors include Ingram Micro, TD Synnex, and D&H Distribution Company. In addition, we also sell our products through broadband service providers, such as multiple system operators, xDSL, mobile, and other broadband technology operators domestically and internationally. Some of these retailers and broadband service providers purchase directly from us, while others are fulfilled through wholesale distributors around the world. A substantial portion of our net revenue is derived from a limited number of wholesale distributors, service providers and retailers. While we expect these channels to continue to be a significant part of our sales strategy, additionally customers are purchasing products and services directly from us. We expect revenue through our direct online store or in-app offerings to continue to increase for the foreseeable future.

Financial Overview

During the three months ended ~~March~~June 3029, 2025, our net revenue ~~decreased~~increased by $226.56 million, compared to the prior year period, ~~primarily~~mainly due to ainventory ~~decline~~optimization ofefforts ~~$7.3~~with ~~million in~~ our ~~Mobile~~channel ~~segment~~partners ~~and a decline of $5.8 million~~ in ~~our~~the ~~Home~~prior ~~Networking~~year, ~~segment.~~which ~~The~~primarily ~~decreases~~drove ~~were~~a ~~partially offset by an increase of~~ $1022.68 million increase in ~~our~~the NETGEAR for Business segment and a $7.8 ~~The~~million ~~declines~~increase in ~~Mobile~~the ~~and~~ Home Networking ~~net~~segment, ~~revenue~~partially ~~were~~offset ~~mainly driven~~ by ~~lower~~a ~~net~~$3.9 ~~revenue~~million decline in the ~~service~~Mobile ~~provider channel~~segment. ~~Conversely,~~The ~~the~~ increase in NETGEAR for Business net revenue was primarily ~~due~~attributable to ~~continued~~sustained strong demand for ~~the~~ Pro AV ~~product line of~~ managed switches, which ~~experienced~~delivered double -digit end-market sales growth. Growth in ~~end~~the ~~market~~Home Networking segment was mainly driven by higher retail channel sales, despite a continued, though moderating, overall consumer networking market decline, as well as ~~growth~~increased in service revenue. ~~Gross~~The ~~margin~~decline ~~increased~~in bythe ~~550~~Mobile ~~basis~~segment ~~points~~reflected ~~compared~~lower service provider channel sales as we await new product introductions to expand the ~~prior~~portfolio later in the year. ~~period~~Gross margin improved by 1,540 ~~largely~~basis points year-over-year, mainly due to a ~~higher~~favorable product mix ofweighted toward NETGEAR for Business ~~products~~, ~~which~~reduced ~~generally~~sales ~~carry higher gross margin~~returns, asand ~~well~~lower ascharges ~~due~~for toexcess ~~lower~~and ~~cost~~obsolete of inventory. ~~Loss~~Operating ~~from~~loss ~~operations~~ decreased by $837.83 million, primarily ~~due~~attributable to ~~the~~higher net revenue, improved gross margin, ~~partially~~and ~~offset by~~ the ~~lower~~absence ~~net~~of ~~revenue~~an $8.2 million

Geographically, net revenue from NETGEAR for Business increased in all three regions, while net revenue from Home Networking decreased in Americas and APAC but increased in EMEA, and net revenue from Mobile decreased in Americas 29

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~~and~~litigation ~~EMEA~~reserve ~~but~~for ~~increased~~a incontingent ~~APAC,~~liability ~~during~~related ~~the~~to ~~three~~success-based ~~months~~fees ~~ended~~owed ~~March~~to ~~30,~~outside ~~2025,~~legal ~~compared~~counsel toin connection with the ~~prior~~favorable ~~year~~outcome ~~period,~~of ~~respectively~~the TP-Link litigation.

Geographically, net revenue from NETGEAR for Business segment increased in all three regions, while net revenue from Home Networking segment increased in Americas, but decreased in EMEA and APAC, and net revenue from Mobile segment decreased in in all three regions, during the three and six months ended June 29, 2025, compared to the prior year periods, respectively.

On June 16, 2025, we completed the acquisition of Exium Inc. at a purchase price of approximately $12.5 million, with an additional $2.4 million in retention compensation. The transaction qualified as a business acquisition and was accounted for using the acquisition method. We believe this acquisition enhances our portfolio of cloud-based networking and security offerings, enabling us to deliver an integrated, all-in-one solution for our small and medium-sized business customers. For further details, refer to Note 4, Business Acquisition, in Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Global Events Affecting our Business and Operations

Macroeconomic and geopolitical trends have continued to create uncertainty in the global economic environment. Contributing factors include persistent inflation, elevated interest rates, foreign exchange rate fluctuation, particularly involving the U.S. dollar, and ongoing trade policy shifts, including tariffs related to the U.S. and key international countries as well as recently proposed U.S. tariffs. Geopolitical tensions, such as the Russia-Ukraine conflict, the Israel-Hamas war, and the recently escalated Red Sea crisis, along with lingering supply chain disruptions, have further added to the complexity of the global landscape. The extent of impacts from these macroeconomic and geopolitical trends on our ongoing operational and financial performance, including our ability to execute our business strategies in the expected time frame, will depend on future developments. The broader implications of the macroeconomic uncertainty, and any related disruptions to channel partners and freight are unpredictable. Refer to Item 1A, Risk Factors of Part II of this Quarterly Report on Form 10-Q for various risks and uncertainties associated with the macroeconomic trends and uncertainty.

Looking forward, we expect to continue to see more predictable performance that is aligned with the market for all of our businesses as the inventory optimization with our ~~destocking~~channel partners and our inventory reduction actions were completed. We expect to continue to experience ~~continued~~strong net revenue ~~growth~~ in our NETGEAR for Business segment, led by strong end-user demand for the Pro AV line of managed switches. However, although we expect to make continued improvements in our supply position, we anticipate that supply constraints will persist, which may limit our ability to fully capture the revenue potential of this growing business. For our Home Networking segment, we are seeing ~~early~~ signs of the benefit of our expanded product portfolio, including our more recently introduced WiFi 7 mesh and router products, addressing the market ~~more effectively, and we expect to experience normal seasonality in this business~~. For our Mobile segment, we expect revenue to be in line with the ~~first~~second fiscal quarter of 2025 level as we await new product introductions ~~later~~to ~~this~~expand ~~year~~the ~~that~~portfolio ~~will~~later ~~strengthen~~in the ~~portfolio~~year. We aim to execute on our strategy of capitalizing on the technological inflection points of audio and video over Ethernet, WiFi 7, WiFi 6E, WiFi 6, and 5G, to develop products that serve a broader segment of the market with a good, better, best product strategy, and to simplify, develop and roll out service offerings that build recurring service revenue streams.

Critical Accounting Estimates

In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income, and net income, as well as on the value of certain assets and liabilities on our condensed consolidated balance sheets. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances. As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or revise the carrying value of our 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 under different assumptions and conditions.

For a complete description of what we believe to be the critical accounting estimates used in the preparation of our Unaudited Condensed Consolidated Financial Statements, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.

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Results of Operations

The following table sets forth the unaudited condensed consolidated statements of operations for the periods presented.

	Three Months Ended				Six Months Ended
(In thousands, except percentage data)	~~March~~June 3029, 2025		~~March~~June 3130, 2024		June 29, 2025		June 30, 2024
Net revenue	$~~162~~170,~~060~~532	100.0 %	$~~164~~143,~~586~~900	100.0 %	$332,592	100.0%	$308,486	100.0%
Cost of revenue	~~105~~106,~~734~~554	6562.25 %	~~116~~112,~~349~~077	7077.79 %	212,288	63.8%	228,426	74.0%
Gross profit	5663,~~326~~978	3437.85 %	4831,~~237~~823	2922.31 %	120,304	36.2%	80,060	26.0%
Operating expenses:
Research and development	1820,~~309~~845	1112.32 %	2019,~~227~~851	1213.38 %	39,154	11.8%	40,078	13.0%
Sales and marketing	2831,~~041~~053	1718.3 %	3029,~~529~~757	1820.7 %	59,094	17.7%	60,286	19.6%
General and administrative	1820,~~070~~683	1112.21 %	1819,~~067~~186	1113.03 %	38,753	11.7%	37,253	12.1%
Litigation reserves, net	~~(37)~~75	(0.0) %	308,200	05.07 %	38	0.0%	8,230	2.7 %
Restructuring and other charges	~~4,742~~862	20.95 %	1,~~032~~688	01.62 %	5,604	1.7%	2,720	0.8%
Total operating expenses	6973,~~125~~518	4243.71 %	6978,~~885~~682	4254.57 %	142,643	42.9%	148,567	48.2%
Loss from operations	(129,~~799~~540)	(75.96)%	(2146,~~648~~859)	(1332.26)%	(22,339)	(6.7)%	(68,507)	(22.2)%
Other income, net	83,~~171~~976	52.03 %	2,~~850~~713	1.89 %	12,147	3.6 %	5,563	1.8 %
Loss before income taxes	(45,~~628~~564)	(23.93)%	(1844,~~798~~146)	(1130.47)%	(10,192)	(3.1)%	(62,944)	(20.4)%
Provision for (benefit from) income taxes	1,406	0.8 %	(148)	(0.1)%
Provision for income taxes	864	0.5 %	1,029	0.7 %	2,270	0.6 %	881	0.3 %
Net loss	$(6,~~034~~428)	(3.78)%	$(1845,~~650~~175)	(1131.34)%	$(12,462)	(3.7)%	$(63,825)	(20.7)%

Net Revenue by Geographic Region

Our net revenue consists of gross product shipments and service revenue, less allowances for estimated sales returns, price protection, end-user customer rebates and other channel sales incentives deemed to be a reduction of revenue per the authoritative guidance for revenue recognition, and net changes in deferred revenue.

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

	Three Months Ended			Six Months Ended
(In thousands, except percentage data)	~~March~~June 3029, 2025	% Change	~~March~~June 3130, 2024	June 29, 2025	% Change	June 30, 2024
Americas	$~~107~~116,~~761~~279	(221.0)8 %	$~~109~~95,~~928~~503	$224,040	9.1%	$205,431
Percentage of net revenue	6668.51 %		66.84 %	67.4%		66.6%
EMEA	$3234,~~129~~375	325.07 %	$3127,~~187~~355	$66,504	13.6%	$58,542
Percentage of net revenue	1920.82 %		1819.90 %	20.0%		19.0%
APAC	$2219,~~170~~878	(5.5)%	$2321,~~471~~042	$42,048	(5.5)%	$44,513
Percentage of net revenue	1311.7 %		14.36 %	12.6%		14.4%
Total net revenue	$~~162~~170,~~060~~532	(118.5) %	$~~164~~143,~~586~~900	$332,592	7.8%	$308,486

Americas

Net revenue in Americas ~~decreased~~increased in the three and six months ended ~~March~~June 3029, 2025, compared to the prior year ~~period~~periods, ~~primarily~~mainly ~~driven~~due byto ~~declines~~prior-year inventory optimization efforts with our channel partners, which primarily drove increases in ~~Mobile~~NETGEAR for the Business segment's net revenue of 3342.87% and 34.4%, and in the Home Networking segment’s net revenue of 522.2% and 7.6%, partially offset by andecreases ~~increase~~ in ~~NETGEAR~~the ~~for~~Mobile ~~Business~~ segment’s net revenue of 2618.85%. ~~The declines in Mobile~~ and ~~Home~~27.4%, ~~Networking segments' net revenue were primarily due to lower net revenue in the service provider channel~~respectively. The ~~increase~~increases in NETGEAR for Business segment's net revenue ~~was~~were primarily due to a higher demand for the Pro AV product line of managed switches, ~~compared~~while to the ~~prior~~increases ~~year~~in ~~period.~~Home Networking segment's net revenue were primarily driven by stronger sales

~~EMEA~~31

Net revenue in EMEA increased in the three months ended March 30, 2025, compared to the prior year period, mainly driven by an increase in NETGEAR for Business segment’s net revenue of 5.0%, primarily attributable to higher demand for the Pro AV product line of managed switches.

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in the retail channel, compared to the prior year periods. The decreases in Mobile segment's net revenue were primarily attributable to lower sales in the service provider channel, compared to the prior year periods.

EMEA

Net revenue in EMEA increased in the three and six months ended June 29, 2025, compared to the prior year periods, mainly due to prior-year inventory optimization efforts with our channel partners, which primarily drove increases in the NETGEAR for Business segment’s net revenue of 46.5% and 23.4%. We continued to see growing demand for the Pro AV product line of managed switches.

APAC

Net revenue in APAC decreased in the three and six months ended ~~March~~June 3029, 2025, compared to the prior year ~~period~~periods, primarily attributable to adeclines ~~decrease~~ in the Home Networking segment’s net revenue of 4342.24%, ~~which~~and ~~was~~42.9%, respectively, mainly driven by ~~decreases~~lower sales in both the retail and the service provider channels. These declines were partially offset by increases in the NETGEAR for Business segment’s net revenue of 14.2% and 10.1%, respectively, primarily attributable to higher demand for the Pro AV product line of managed switches.

For further discussions specific to our NETGEAR for Business, ~~Home~~Mobile, ~~Networking~~ and ~~Mobile~~Home Networking segments, refer to the "Segment Information" section below.

Cost of Revenue and Gross Margin

Cost of revenue consists primarily of the following: the cost of finished products from our third party manufacturers; overhead costs, including purchasing, product planning, inventory control, warehousing and distribution logistics; third-party software licensing fees; inbound freight; import duties/tariffs; warranty costs associated with returned goods; write-downs for excess and obsolete inventory; amortization of certain acquired ~~intangibles~~intangible assets and software development costs; and costs attributable to the provision of service offerings.

We outsource our manufacturing, warehousing and distribution logistics. We believe this outsourcing strategy allows us to better manage our product costs and gross margin. Our gross margin can be affected by a number of factors, including fluctuation in foreign exchange rates, sales returns, changes in average selling prices, end-user customer rebates and other channel sales incentives, changes in our cost of goods sold due to fluctuations and increases in prices paid for components, net of vendor rebates, royalty and licensing fees, warranty and overhead costs, inbound freight and duty/tariffs, conversion costs, charges for excess or obsolete inventory, amortization of acquired ~~intangibles~~intangible assets and capitalized software development costs. The following table presents costs of revenue and gross margin, for the periods indicated:

Three Months Ended

Six Months Ended

(In thousands, except percentage data)

~~March~~June 3029, 2025

% Change

~~March~~June 3130, 2024

June 29, 2025

% Change

June 30, 2024

Cost of revenue

$~~105~~106,~~734~~554

(94.19)%

$~~116~~112,~~349~~077

$212,288

(7.1)%

$228,426

Gross margin percentage

3437.85%

2922.31%

36.2%

26.0%

Our gross margin increased for the three and six months ended ~~March~~June 3029, 2025, compared to the prior year ~~period~~periods, primarily due to a higher mix of NETGEAR for Business products, which generally carry a higher gross ~~margin~~margins, as well as due to lower ~~cost~~sales returns, reduced charges for excess and obsolete inventory and lower inventory costs reflecting the depletion of older, higher-cost inventory.

We expect our gross margin in the ~~second~~third fiscal quarter of 2025 to be in line with or decrease slightly from the ~~first~~second ~~fiscal~~ quarter of 2025 level. Forecasting gross margin percentages is difficult, and there are a number of risks related to our ability to maintain or improve our current gross margin levels. Our cost of revenue as a percentage of net revenue can vary significantly based upon factors such as: uncertainties surrounding revenue levels, broad-based inflationary pressures and the uncertain macroeconomic environment, future pricing and/or potential discounts as a result of the economy or in response to the strengthening of the U.S. dollar in our international markets, competition, the timing of sales, and related production level variances; import customs duties and imposed tariffs; changes in technology; changes in product mix; expenses associated with writing off excessive or obsolete inventory; variability of stock-based compensation costs; royalties to third parties; fluctuations in freight costs; manufacturing and purchase price variances; changes in prices on commodity components; and warranty costs. We expect that revenue derived from paid subscription service plans will continue to increase in the future, which may have a ~~positive impact on our gross margin. However, we will continue to experience fluctuations in our gross margin due to the factors discussed above.~~

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positive impact on our gross margin. However, we will continue to experience fluctuations in our gross margin due to the factors discussed above.

Operating Expenses

Research and Development

Research and development expenses consist primarily of personnel expenses, payments to suppliers for design services, safety and regulatory testing, product certification expenditures to qualify our products for sale into specific markets, prototypes, IT and facility allocations, and other consulting fees. Research and development expenses are recognized as they are incurred. Our research and development organization is focused on enhancing our ability to introduce innovative and easy-to-use products and services. The following table presents research and development expenses, for the periods indicated:

Three Months Ended

Six Months Ended

(In thousands, except percentage data)

~~March~~June 3029, 2025

% Change

~~March~~June 3130, 2024

June 29, 2025

% Change

June 30, 2024

Research and development

$1820,~~309~~845

~~(9.~~5).0%

$2019,~~227~~851

$39,154

(2.3)%

$40,078

Research and development expenses ~~decreased~~increased for the three months ended ~~March~~June 3029, 2025, but decreased for the six months ended June 29, 2025, compared to the prior year ~~period~~periods. These movements reflected increases in personnel-related expenditures of $2.0 million and $1.8 million, respectively, primarily ~~attributable~~due to higher head count and higher variable compensation. These increases were partially offset or more than offset by decreases in ~~engineering~~IT ~~projects~~ and ~~outside~~facility ~~professional~~allocations ~~services~~ of $0.6 million and $1.04 million, and in ITengineering projects and ~~facility~~outside ~~allocations~~professional services of $0.84 million and $1.4 ~~These~~million, for the three- and six-month periods, respectively. The reductions were largely driven by the ~~previously announced~~ restructuring ~~and right-sizing of investments~~ undertaken in January 2025, which primarily ~~impacting~~impacted our Home Networking segment.

We believe that innovation and technological leadership is critical to our future success, and we are committed to continuing a significant level of research and development to develop new technologies, products and services. We expect research and development expenses in absolute dollar amount in the ~~second~~third fiscal quarter of 2025 to increase from the ~~first~~second ~~fiscal~~ quarter of 2025 level. We continue to invest in research and development to grow audio and video over Ethernet, web-managed, AV over IP managed switches, NETGEAR for Business wireless products, our cloud platform capabilities, our recurring services and mobile applications, and to broaden our WiFi 7 offerings for consumers to align to our good-better-best strategy and broaden our 5G mobile products. Our NETGEAR for Business segment will continue to receive most of our incremental investments in the remainder of 2025 and we will be focused on in-sourcing our software capabilities, expanding our product portfolio that will allow us to grow our share in the sizable AV and enterprise WiFi markets. We recently established an in-house research and development center in Chennai, India through the hiring of a team of experienced engineers, and completed the acquisition of Exium. ~~This~~These strategic ~~initiative~~initiatives isare expected to accelerate the ~~Company’s~~ transition to internally managed software development, ~~resulting~~increase ~~in increased~~ innovation velocity, ~~reduced~~reduce development costs, and ~~decreased~~reduce reliance on third-party vendors. The newly onboarded ~~team~~teams will focus on leveraging artificial intelligence or integrating networking security to significantly simplify networking solutions for small and medium-sized businesses. Research and development expenses may fluctuate depending on the timing and number of development activities and could vary significantly as a percentage of net revenue, depending on actual revenues achieved in any given quarter.

Sales and Marketing

Sales and marketing expenses consist primarily of advertising, trade shows, corporate communications and other marketing expenses, product marketing expenses, outbound freight costs, amortization of certain ~~intangibles~~intangible assets, personnel expenses for sales and marketing staff, technical support expenses, and IT and facility allocations. The following table presents sales and marketing expenses, for the periods indicated:

Three Months Ended

Six Months Ended

(In thousands, except percentage data)

~~March~~June 3029, 2025

% Change

~~March~~June 3130, 2024

June 29, 2025

% Change

June 30, 2024

Sales and marketing

$2831,~~041~~053

(84.1)4%

$3029,~~529~~757

$59,094

(2.0)%

$60,286

Sales and marketing expenses ~~decreased~~increased for the three months ended ~~March~~June 3029, 2025, but decreased for the six months ended June 29, 2025, compared to the prior year ~~period,~~periods. ~~primarily~~These ~~attributable~~movements toreflected ~~decreases~~increases in ~~outbound~~personnel-related ~~freight~~expenditures ~~costs~~ of $03.97 million and $3.8 million, infor ~~outside~~the ~~professional~~three- ~~services~~and ofsix-month ~~$0.8~~periods, ~~million~~respectively, primarily due to higher headcount and variable compensation. These increases were partially offset or more than offset by decreases in brand marketing expenditures of $01.65 million and $2.1 ~~These~~million, ~~reductions~~in ~~were~~outside ~~primarily~~professional inservices ~~our~~of ~~Home~~$0.7 ~~Networking~~million and ~~Mobile~~$1.5 ~~segments~~million, and ~~were~~in ~~partially~~outbound ~~offset~~freight bycosts ~~increased~~of ~~investments~~$0.3 inmillion ~~our~~and ~~NETGEAR~~$1.2 million, for ~~Business~~the ~~segment~~three- and six-month periods, respectively. The reductions were

We expect sales and marketing expenses in absolute dollar amount in the second fiscal quarter of 2025 to increase from the first fiscal quarter of 2025 level. Most of our incremental investments in sales and marketing in 2025 will be related to go-to-market capabilities of our product offerings in the NETGEAR for Business segment, partially offset by efficiencies in marketing on the consumer side. Expenses may fluctuate depending on revenue levels achieved as certain expenses, such as commissions, are determined based upon the revenues achieved. Forecasting sales and marketing expenses is highly dependent on expected revenue levels and could vary significantly depending on actual revenue achieved in any given quarter. Marketing expenses may also fluctuate depending upon the timing, extent and nature of marketing programs. Marketing expenditure committed with a customer is generally recorded as a reduction of revenue per authoritative guidance.33

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concentrated in our Home Networking and Mobile segments and were partially offset by increased investments in our NETGEAR for Business segment.

We expect sales and marketing expenses in absolute dollar amount in the third fiscal quarter of 2025 to be in line with or slightly increase from the second quarter of 2025 level. We expect most of our incremental investments in sales and marketing in 2025 will be related to go-to-market capabilities of our product offerings in the NETGEAR for Business segment, partially offset by efficiencies in marketing on the consumer side. Expenses may fluctuate depending on revenue levels achieved as certain expenses, such as commissions, are determined based upon the revenues achieved. Forecasting sales and marketing expenses is highly dependent on expected revenue levels and could vary significantly depending on actual revenue achieved in any given quarter. Marketing expenses may also fluctuate depending upon the timing, extent and nature of marketing programs. Marketing expenditure committed with a customer is generally recorded as a reduction of revenue per authoritative guidance.

General and Administrative

General and administrative expenses consist of salaries and related expenses for executives, finance and accounting, human resources, information technology, professional fees, including legal costs associated with defending claims against us and business acquisition related expenses, allowance for doubtful accounts, IT and facility allocations, and other general corporate expenses. The following table presents general and administrative expenses, for the periods indicated:

Three Months Ended

Six Months Ended

(In thousands, except percentage data)

~~March~~June 3029, 2025

% Change

~~March~~June 3130, 2024

June 29, 2025

% Change

June 30, 2024

General and administrative

$1820,~~070~~683

07.08%

$1819,~~067~~186

$38,753

4.0%

$37,253

General and administrative expenses ~~remained~~increased ~~flat~~ for the three and six months ended ~~March~~June 3029, 2025, compared to the prior year ~~period. The decrease in legal and professional services of $2.2 million for the three months ended March 30~~periods, ~~2025~~primarily ~~was~~driven ~~offset~~ by ~~increases~~higher in personnel-related expenditures of $10.9 million and $2.1 million, respectively, mainly due to higher variable compensation and increased stock-based compensation associated with ~~executives’~~executive ~~transition~~transitions. ~~and~~The ~~higher~~six-month ~~variable~~increase ~~compensation,~~also ~~and~~reflected inhigher IT and facility allocations of $1.0 million, partially offset by lower legal and professional service costs of $1.89 million.

We expect general and administration expenses in absolute dollar amount in the ~~second~~third fiscal quarter of 2025 to be in line with ~~the~~or ~~first~~slightly ~~fiscal~~increase from the second quarter of 2025 level. General and administrative expenses could fluctuate depending on a number of factors, including the level and timing of expenditures associated with litigation defense costs in connection with the litigation matters described in Note 89, Commitments and Contingencies, in Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q. Future ~~general and administrative expense~~ increases or decreases in ~~absolute~~general ~~dollars~~and administrative expenses are difficult to predict in absolute dollars due to the lack of visibility of certain costs, including legal costs associated with defending claims against us, ~~as well as legal costs associated with~~ asserting and enforcing our intellectual property portfolio, acquisition related activities, and other factors.

Litigation Reserves, Net

      
     Three Months Ended

     Six Months Ended

     (In thousands, except percentage data)

     June 29, 2025

     % Change

     June 30, 2024

     June 29, 2025

     % Change

     June 30, 2024

     Litigation reserves, net

     $75

     **

     $8,200

     $38

     **

     $8,230

** Percentage change not meaningful.

The decreases in litigation reserves, net for the three and six months ended June 29, 2025, compared to the prior year periods, were primarily due to the absence of an $8.2 million reserve recorded in the prior year for a contingent liability related to success-based fees owed to outside legal counsel in connection with the favorable outcome of the TP-Link litigation.

Restructuring and Other Charges

Three Months Ended

Six Months Ended

(In thousands, except percentage data)

~~March~~June 3029, 2025

% Change

~~March~~June 3130, 2024

June 29, 2025

% Change

June 30, 2024

Restructuring and other charges

$~~4,742~~862

**(48.9)%

$1,~~032~~688

$5,604

$2,720

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** Percentage change not meaningful.

Restructuring and other charges decreased for the three months ended ~~March~~June 3029, 2025, but increased for six months ended June 29, 2025, compared to the prior year ~~period~~periods, primarily due to ~~our~~the ~~previously~~restructuring ~~announced reorganization~~ undertaken in January 2025. This restructuring was aimed at reducing costs, ~~which~~and ~~we are~~ reinvesting into the business to capitalize on our highest priority opportunities to ~~expand~~drive revenue growth and improve profitability. For a detailed discussion of restructuring and other charges, refer to Note 1314, Restructuring and Other Charges, in Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Other Income, Net

Other income, net consists of interest income, which represents amounts earned and incurred on our cash, cash equivalents and short-term investments, and other income and expenses, which primarily represents gains and losses on transactions denominated in foreign currencies, gains and losses on investments, and other non-operating income and expenses, including gain on litigation settlements. The following table presents other income, net for the periods indicated:

Three Months Ended

Six Months Ended

(In thousands, except percentage data)

~~March~~June 3029, 2025

% Change

~~March~~June 3130, 2024

June 29, 2025

% Change

June 30, 2024

Other income, net

$83,~~171~~976

**46.6%

$2,~~850~~713

$12,147

$5,563

** Percentage change not meaningful.

~~Other~~The increase in other income, net for the three months ended ~~March~~June 3029, 2025, ~~increased~~compared to the prior year period was primarily due to higher interest income resulting from higher cash and short-term investment balances and higher net gains on transactions and contracts denominated in foreign currencies. The increase in other income, net for the six months ended June 29, 2025, compared to the prior year period, was primarily due to proceeds of $4.7 million from a sale of patents in the current year, as well as higher interest income resulting from higher cash and short-term investment balances.

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Provision for Income Taxes

	Three Months Ended			Six Months Ended
(In thousands, except percentage data)	~~March~~June 3029, 2025	% Change	~~March~~June 3130, 2024	June 29, 2025	% Change	June 30, 2024
Provision for (benefit from) income taxes	$1,406	**	$(148)
Provision for income taxes	$864	(16.0%)	$1,029	$2,270	**	$881
Effective tax rate	(3015.45)%		0(2.83)%	(22.3)%		(1.4)%

** Percentage change not meaningful.

The ~~change~~changes in taxes for the three and six months ended ~~March~~June 3029, 2025, compared to the prior year ~~period~~periods, ~~was~~were primarily due to tax benefits recorded for the reversal of a portion of the federal and state valuation allowances that offset deferred tax liabilities resulting from intangibles established in purchased accounting for the Exium acquisition. Further, in the period ended June 30, 2024, there were lower foreign profits, combined with foreign reserve releases resulting from audits effectively settled in ~~the three months ended March 31,~~ 2024.

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Our future foreign tax rate could be affected by changes in the composition in earnings in countries with tax rates differing from the U.S. federal rate. We are under examination in various U.S. and foreign jurisdictions.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 and the Company continues to evaluate the impact on its financial position. The OBBBA is not currently expected to materially impact the Company’s effective tax rate or cash flows in the current fiscal year.

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Segment Information

As disclosed above, in the first fiscal quarter of 2025, we realigned our business structure by separating the Connected Home segment into two distinct reportable segments: ~~Home~~Mobile ~~Networking~~ and ~~Mobile~~Home Networking. Effective January 1, 2025, we operate and report in three segments: NETGEAR for Business, ~~Home~~Mobile, ~~Networking~~ and ~~Mobile~~Home Networking. The prior-year segment financial information has been recast to conform to the current-year presentation. Additional information on the realignment, a description of our products and services, as well as segment financial data, for each segment and a reconciliation of segment contribution income (loss) to income (loss) before income taxes can be found in Note 1112, Segment Information, and information on net revenue by sales channels can be found in Disaggregation of Revenue in Note 3, Revenue, in the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

NETGEAR for Business Segment

	Three Months Ended			Six Months Ended
(In thousands, except percentage data)	~~March~~June 3029, 2025	% Change	~~March~~June 3130, 2024	June 29, 2025	% Change	June 30, 2024
Net revenue	$7982,~~191~~621	1538.40%	$6859,~~623~~867	$161,812	25.9%	$128,490
Percentage of net revenue	48.94%		41.76%	48.6%		41.7%
Contribution income	$1715,~~635~~962	~~78.1%~~**	$92,~~904~~061	$33,597	**	$11,965
Contribution margin	2219.3%		143.4%	20.8%		9.3%

~~NETGEAR~~** ~~for~~Percentage ~~Business~~change ~~net~~not revenue increased in the three months ended March 30, 2025, primarily due to continued strong demand for Pro AV product line of managed switches, which experienced double digit growth in end market sales, compared to the prior year periodmeaningful. The growth was partially offset by lower demand for transactional switches. We also began to see more predictable performance aligned to the market. Geographically, NETGEAR for Business net revenue increased in all three regions.

NETGEAR for Business ~~segment's~~net ~~contribution~~revenue ~~income~~ increased in the three and six months ended ~~March~~June 3029, 2025, primarily due to continued strong demand for Pro AV product line of managed switches, which experienced double digit growth in end market sales, compared to the prior year ~~period,~~periods. ~~primarily~~We ~~due~~also began to ~~higher~~see ~~net~~more ~~revenue~~predictable ~~and~~performance ~~higher~~aligned ~~gross~~to ~~margin~~the ~~achievement~~market. Geographically, ~~mainly~~as ~~driven~~a byresult ~~lower~~of ~~sales~~prior-year ~~returns,~~inventory ~~lower~~optimization ~~charges~~efforts with our channel partners and higher demand for ~~excess~~the orPro ~~obsolete~~AV ~~inventory~~product line of managed switches, ~~and~~NETGEAR ~~lower~~for ~~cost~~Business ofnet ~~inventory.~~revenue increased in all three regions.

~~Home~~NETGEAR ~~Networking~~for ~~Segment~~Business segment's contribution income increased in the three and six months ended June 29, 2025, compared to the prior year periods, primarily due to higher net revenue and improved gross margins, mainly driven by lower sales returns and reduced charges for excess or obsolete inventory.

	Three Months Ended
(In thousands, except percentage data)	March 30, 2025	% Change	March 31, 2024
Net revenue	$61,387	(8.7)%	$67,224
Percentage of net revenue	37.9%		40.8%
Contribution loss	$(1,722)	(66.6)%	$(5,159)
Contribution margin	(2.8)%		(7.7)%

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Home Networking net revenue decreased in the three months ended March 30, 2025, compared to the prior year period, primarily due to a decline in net revenue in service provider channel, and, to a lesser extent, due to market contraction. Despite the decline in the overall consumer networking market during the three months ended March 30, 2025, our premium portfolio of products continued to outperform the market, and we saw growth in our service revenue, as compared to the prior year period. Geographically, Home Networking net revenue in the three months ended March 30, 2025 decreased in Americas and APAC, but increased in EMEA, compared to the prior year period.

Home Networking segment's contribution loss decreased in the three months ended March 30, 2025, compared to the prior year period, primarily attributable to higher gross margin achievement mainly driven by lower product costs and sales returns, as well as lower operating expenses as a proportion of net revenue, largely due to the previously announced reorganization undertaken in January 2025.

Mobile Segment

	Three Months Ended			Six Months Ended
(In thousands, except percentage data)	~~March~~June 3029, 2025	% Change	~~March~~June 3130, 2024	June 29, 2025	% Change	June 30, 2024
Net revenue	$2120,~~482~~408	(2516.31)%	$2824,~~739~~332	$41,890	(21.1)%	$53,071
Percentage of net revenue	1312.30%		1716.59%	12.6%		17.2%
Contribution income (loss)	$~~257~~133	**	$(~~981~~1,167)	$390	**	$(2,148)
Contribution margin	10.27%		(3.4.8)%	0.9%		(4.0)%

** Percentage change not meaningful.

Mobile segment's net revenue decreased in the three and six months ended ~~March~~June 3029, 2025, compared to the prior year ~~period~~periods, primarily due to adeclines ~~decline~~ in net revenue in service provider channel as we await new product introductions to expand the portfolio later in the year. Geographically, Mobile net revenue in the three and six months ended ~~March~~June 3029, 2025 decreased in ~~Americas~~all ~~and~~three ~~EMEA~~regions, ~~but increased in APAC,~~ compared to the prior year period.

Mobile segment's generated contribution income ~~was $0.3 million~~ in the three and six months ended ~~March~~June 3029, 2025, compared to contribution ~~loss~~losses ~~of $1.0 million~~ in the prior year ~~period,~~periods. The improvements were primarily due to higher gross ~~margin achievement~~margins, mainly driven by lower product cost, ~~and~~lower acharges for excess or obsolete inventory, and favorable ~~change~~changes in product mix.

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Home Networking Segment


	Three Months Ended			Six Months Ended
(In thousands, except percentage data)	June 29, 2025	% Change	June 30, 2024	June 29, 2025	% Change	June 30, 2024
Net revenue	$67,503	13.1%	$59,701	$128,890	1.5%	$126,925
Percentage of net revenue	39.6%		41.5%	38.8%		41.1%
Contribution income (loss)	$3,154	**	$(12,627)	$1,432	**	$(17,786)
Contribution margin	4.7%		(21.2)%	1.1%		(14.0)%

** Percentage change not meaningful.

Home Networking segment's net revenue increased in the three and six months ended June 29, 2025, compared to the prior year periods, primarily due to increases in net revenue in the retail channel, despite continued, though moderating, overall consumer networking market declines. Our premium portfolio of products continued to outperform the market, and we saw growth in our service revenue, compared to the prior year periods. Geographically, Home Networking segment's net revenue in the three and six months ended June 29, 2025 increased in Americas, but decreased in EMEA and APAC, compared to the prior year periods.

Home Networking segment generated contribution income in the three and six months ended June 29, 2025, compared to contribution losses in the prior year periods. The improvements were primarily driven by higher gross margins, which benefited from a more favorable product mix of WiFi 7 products, lower product costs, reduced sales returns, decreased contra-revenue marketing expenses, and lower charges for excess and obsolete inventory. Additionally, operating expenses declined, largely due to the restructuring undertaken in January 2025.

Liquidity and Capital Resources

Our principal sources of liquidity are cash, cash equivalents, short-term investments and cash generated from operations. As of ~~March~~June 3029, 2025, we had cash, cash equivalents and short-term investment of $~~391~~363.95 million, a decrease of $1645.82 million from December 31, 2024.

As of ~~March~~June 3029, 2025, approximately 2527% of our cash and cash equivalents and short-term investments were outside of the U.S., which are subject to fluctuation based on the settlement of intercompany balances. As we repatriate these funds in accordance with our designation of funds not permanently reinvested outside of the U.S., we will be required to pay income taxes in certain U.S. states and applicable foreign withholding taxes during the period when such repatriation occurs. We have recorded deferred taxes for the tax effect of repatriating the funds to the U.S.

Cash Flows

The following table presents our cash flows for the periods presented.

	Three Months Ended
	Six Months Ended
(In thousands)	~~March~~June 3029, 2025	~~March~~June 3130, 2024
Cash provided by (used in) operating activities	$(810,~~749~~520)	$1735,~~190~~635
Cash used in investing activities	(116,~~260~~900)	(1112,~~339~~905)
Cash used in financing activities	(618,~~624~~004)	(922,~~912~~343)
Net cash decrease	$(16,633)	$(4,061)
Net cash increase (decrease)	$(45,424)	$387

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Operating activities

Net cash used in operating activities was $810.75 million infor ~~three~~the six months ended ~~March~~June 3029, 2025, compared to $1735.26 million provided in the prior year period, primarily due to unfavorable working capital movements, partially offset by lower net loss. Accounts receivable decreased from $156.2 million as of December 31, 2024 to $~~142~~144.79 million as of ~~March~~June 3029, 2025, primarily due to the timing of cash collections ~~and lower revenue~~. Our inventory decreased from $162.5 million as of December 31, 2024 to $157.93 million as of ~~March~~June 3029, 2025, as we continued in optimizing our inventory levels. Accounts payable (excluding payables related to property and equipment) decreased from $57.4 million as of December 31, 2024 to $5356.30 million as of ~~March~~June 3029, 2025, primarily due to the timing of inventory receipts and supplier payments.

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Investing activities

Net cash used in investing activities ~~decreased~~increased by $104.10 million infor the ~~three~~six months ended ~~March~~June 3029, 2025, compared to the prior year period, mainly ~~driven~~due byto ~~lower~~$12.2 ~~net~~million ~~purchases~~payments related to the acquisition of ~~short-term~~Exium, ~~investments~~partially ~~and~~offset by lower net purchases of ~~property~~short-term ~~and equipment~~investments.

Financing activities

Net cash used in financing activities decreased by $34.3 million infor the ~~three~~six months ended ~~March~~June 3029, 2025, compared to the prior year period, primarily due to ~~higher~~lower ~~proceeds~~repurchases ~~from~~of ~~the~~our ~~exercise~~common of stock ~~options~~ and ~~lower~~higher ~~repurchases~~proceeds offrom ~~our~~the ~~common~~exercise of stock options, partially offset by higher payments for restricted stock unit tax withholdings.

Based on our current plans and market conditions, we believe that our existing cash, cash equivalents and short-term investments, together with cash generated from operations, will be sufficient to satisfy our anticipated cash requirements in the short-term and long-term. However, we may require or desire additional funds to support our operating expenses and capital requirements or for other purposes, such as acquisitions, and may seek to raise such additional funds through public or private equity financing or from other sources. We cannot assure you that additional financing will be available at all or that, if available, such financing would be obtainable on terms favorable to us and would not be dilutive. Our future liquidity and cash requirements will depend on numerous factors, including the introduction of new products and potential acquisitions of related businesses or technology.

Stock Repurchases

From time to time, our Board of Directors has authorized programs under which we may repurchase shares of our common stock. 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 our common stock. As of ~~March~~June 3029, 2025, approximately 32.18 million shares remained authorized for repurchase under the repurchase program. We repurchased, retired and reported, based on trade date, approximately 0.35 million and 01.86 million shares of common stock, at a cost of approximately $715.50 million and $1121.4 million under the repurchase authorization during the ~~three~~six months ended ~~March~~June 3029, 2025 and ~~March~~June 3130, 2024, respectively. We also repurchased, ~~and~~ retired, and reported based on trade date, approximately ~~186~~370,000 shares and 32197,000 shares of common stock, at a cost of approximately $59.17 million and $02.59 million during the ~~three~~six months ended ~~March~~June 3029, 2025 and ~~March~~June 3130, 2024, respectively, to administratively facilitate the withholding and subsequent remittance of personal income and payroll taxes for individuals receiving Restricted Stock Units. For a detailed discussion of our common stock repurchases, refer to Note 910, Stockholders’ Equity, in Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Contractual and Other Obligations

Except as follows, there were no material changes outside of the ordinary course of business in our contractual obligations as of ~~March~~June 3029, 2025, from those as of December 31, 2024, disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.

As of ~~March~~June 3029, 2025, we had $5160.32 million of purchase obligations which represented short-term non-cancellable inventory-related purchase agreements with suppliers, as compared to $57.4 million as of December 31, 2024. Due to an elongation of the time from order placement to production that occurred several years ago, we issued purchase orders to supply chain partners beyond contractual termination periods. As of ~~March~~June 3029, 2025, $~~239~~208.87 million of purchase orders beyond contractual termination periods remained outstanding. These purchase orders may be cancelled by either party, however we may incur expenses for materials and components, such as chipsets purchased by the supplier to fulfill the purchase order, in the event of cancellation. Expenses incurred in respect of cancelled purchase orders have historically not been significant relative to the original order value.

33As of June 29, 2025, we entered into an office lease that has not yet commenced with short-term and long-term future lease payments of $2.3 million and $40.6 million, respectively, that are not yet recorded on our unaudited consolidated balance sheets. This lease will commence in the third fiscal quarter of 2025 with a non-cancelable lease term of 11 years.

For a detailed discussion, refer to Note 9, Commitments and Contingencies, in Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

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the event of cancellation. Expenses incurred in respect of cancelled purchase orders have historically not been significant relative to the original order value.

As of March 30, 2025, we entered into an office lease that has not yet commenced with short-term and long-term future lease payments of $1.7 million and $41.2 million, respectively, that are not yet recorded on our unaudited consolidated balance sheets. This lease will commence in late 2025 with a non-cancelable lease term of 11 years.

For a detailed discussion, refer to Note 8, Commitments and Contingencies, in Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

Information with respect to this item may be found in Note 2, Summary of Significant Accounting Policies, in Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, which are hereby incorporated by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

During the ~~three~~six months ended ~~March~~June 3029, 2025, there were no material changes to our market risk disclosures as set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of our management (including our Chief Executive Officer and Chief Financial Officer), our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting. It should be noted that any system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future circumstances.

3439

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under Note 89, Commitments and Contingencies, in the Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q, is incorporated herein by reference. For an additional discussion of certain risks associated with legal proceedings, see the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

Risk Factors Summary

The following is a summary of some of the risks and uncertainties as of the date of the filing of this Quarterly Report on Form 10-Q, some of which either have occurred or may occur in the future, that could materially adversely affect our business, financial condition and results of operations. You should read this summary together with the more detailed description of each risk factor contained below.

Risks Related to our Business, Industry and Operations

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Optimizing our channel partners' inventory levels and product mix within the current environment is challenging, and we have, and may in the future, incur costs associated with excess inventory, or lose sales from having too few products.

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To remain competitive and stimulate consumer and business demand, we must successfully manage new product introductions and transitions of products and services.

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Investment in new business strategies could disrupt our ongoing business, present risks not originally contemplated and materially adversely affect our business, reputation, results of operations and financial condition.

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We rely on a limited number of traditional and online retailers, wholesale distributors and service provider customers for a substantial portion of our sales, and our net revenue could decline if they refuse to pay our requested prices or reduce their level of purchases, if there are unforeseen disruptions in their businesses, or if there is significant consolidation in our customer base that results in fewer customers for our products.

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We obtain several key components from limited or sole sources.

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Some of our competitors have substantially greater resources than we do, and to be competitive we may be required to lower our prices or increase our sales and marketing expenses, which could result in reduced margins or loss of market share and revenue.

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We depend substantially on our sales channels, and our failure to maintain and expand our sales channels would result in lower sales and reduced net revenue.

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We depend on a limited number of third-party manufacturers for substantially all of our manufacturing needs.

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Our sales and operations in international markets have exposed us to and may in the future expose us to operational, financial and regulatory risks.

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We depend on large, recurring purchases from certain significant customers, and a loss, cancellation or delay in purchases by these customers could negatively affect our revenue.

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The average selling prices of our products typically decrease rapidly over the sales cycle of the product, which may negatively affect our net revenue and gross margins.

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If we fail to overcome the challenges associated with managing our broadband service provider sales channel, our net revenue and gross profit will be negatively impacted.

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We expect our operating results to fluctuate on a quarterly and annual basis, which could cause our stock price to fluctuate or decline.

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Changes in trade policy in the United States and other countries, including the imposition of tariffs and the resulting consequences, may adversely impact our business, results of operations and financial condition.

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If disruptions in our transportation network continue to occur or our shipping costs substantially increase again in the future, we may be unable to sell or timely deliver our products, and our net revenue and gross margin could decrease.

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Expansion of our operations and infrastructure may strain our operations and increase our operating expenses.

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As part of growing our business, we have made and expect to continue to make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, then our business and operating results could be harmed and our stock price could decline.

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We invest in companies primarily for strategic reasons but may not realize a return on our investments.

Risks Related to Our Products, Technology, Intellectual Property and Data

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We rely upon third parties for technology that is critical to our products, and if we are unable to continue to use this technology and future technology, our ability to develop, sell, maintain and support technologically innovative products would be limited.

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Product security vulnerabilities, system security risks, data protection breaches, cyber-attacks, improper use of artificial intelligence (“AI”) tools, and other threats and risks, could disrupt or otherwise compromise our products, services, internal operations or information technology systems, or those of third parties with whom we work. Actual or perceived non-compliance with our privacy and security obligations could lead to regulatory investigations or actions, litigation, fines and penalties, business operation disruption, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.

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If we are unable to successfully leverage AI technology to automate and drive efficiencies in our operations and products and services, our business, reputation, results of operations and financial condition could be harmed.

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We make substantial investments in software research and development and unsuccessful investments could materially adversely affect our business, financial condition and results of operations.

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If our products contain defects or errors, we could incur significant unexpected expenses, experience product returns and lost sales, experience product recalls, suffer damage to our brand and reputation, and be subject to product liability or other claims.

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Our user growth, engagement, and monetization of our subscription services depend upon effective operation with mobile operating systems, networks, technologies, products, and standards that we do not control.

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If we are unable to secure and protect our intellectual property rights, our ability to compete could be harmed.

Financial, Legal, Regulatory and Tax Compliance Risks

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We are currently involved in litigation matters and may in the future become involved in additional litigation.

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We have been exposed to and may in the future be exposed to adverse currency exchange rate fluctuations in jurisdictions where we transact in local currency, which could harm our financial results and cash flows.

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We are exposed to the credit risk of some of our customers and to credit exposures in weakened markets.

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Changes in tax laws or exposure to additional income tax liabilities could affect our future profitability.

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We are subject to, and must remain in compliance with numerous new, existing and changing laws and regulations worldwide.

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We must comply with indirect tax laws in multiple jurisdictions, as well as complex customs duty regimes worldwide. Audits of our compliance with these rules may result in additional liabilities for taxes, duties, interest and penalties related to our international operations which would reduce our profitability.

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We are exposed to credit risk and fluctuations in the market values of our investment portfolio.

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Governmental regulations of imports or exports affecting Internet security could affect our net revenue.

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If our goodwill becomes impaired, as occurred in 2022, we may be required to record a significant charge to earnings.

General Risk Factors

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If we lose the services of our key personnel, we may not be able to execute our business strategy effectively.

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Global economic conditions could materially adversely affect our revenue and results of operations.

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Political events, war, terrorism, public health issues, natural disasters, sudden changes in trade and immigration policies, and other circumstances could materially adversely affect us.

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Our stock price has experienced recent volatility and may be volatile in the future and your investment in our common stock could suffer a decline in value.

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We are required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from such evaluation could impact investor confidence in the reliability of our internal controls over financial reporting.

Additional factors that could affect our businesses, results of operations and financial condition are discussed in Forward-Looking Statements in Management's Discussion and Analysis of Financial Condition and Results of Operations. However, other factors not discussed below or elsewhere in this Quarterly Report on Form 10-Q could also adversely affect our businesses, results of operations and financial condition. Therefore, the risk factors below should not be considered a complete list of potential risks that we may face.

Any risk factor described in this Quarterly Report on Form 10-Q or in any of our other SEC filings could by itself, or together with other factors, materially adversely affect our liquidity, competitive position, business, reputation, results of operations, capital position or financial condition, including by materially increasing our expenses or decreasing our revenues, which could result in material losses.

Investing in our common stock involves a high degree of risk. The risks described below are not exhaustive of the risks that might affect our business. Other risks, including those we currently deem immaterial, may also impact our business. Any of the following risks could materially adversely affect our business operations, results of operations and financial condition and could result in a significant decline in our stock price. Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described in this section. This section should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Quarterly Report on Form 10-Q.

We have marked with an asterisk (*) those risks described below that reflect substantive changes from the risks described under Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2025.

Risks Related to our Business, Industry and Operations

If we are unable to properly monitor and optimize our channel partners' inventory levels and maintain an appropriate level and mix of products with our retail partners and wholesale distributors and within our sales channels, we may incur increased and unexpected costs associated with this inventory. In 2022 and the first half of 2023, many of our retail and service provider partners began significantly reducing their target inventory levels which adversely affected our results of operations. While we believe our channel partners' current inventory targets are at reasonable levels, the uncertain macroeconomic and geopolitical environment and high inflation and interest rates could change our partners' desired inventory targets. In the past, we have experienced lower revenue as a result of our channel partners lowering their inventory levels and higher cost of carrying excess channel inventory. On the other hand, low channel inventory levels increase the likelihood that our sales channel customers may not be able to fulfill end user demand, leading to delayed or lost sales, unhappy customers and potential impacts to our brand and reputation. Inadequate stock levels could also hinder our ability to fulfill large orders or take advantage of unexpected demand spikes, thereby limiting revenue growth opportunities. Moreover, reductions in target inventory levels put pressure on

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our ability to accurately forecast customer demand and inventory requirements and increases the likelihood that the accuracy of such forecasts would be lower. We determine production levels based on our forecasts of demand for our products. Actual demand for our products depends on many factors, which makes it difficult to forecast. We have experienced differences between our actual and our forecasted demand in the past and expect differences to arise in the future. If we improperly forecast demand for our products and channel inventory levels, we could end up with too many products and be unable to sell the excess inventory in a timely manner, if at all, or, alternatively we could end up with too few products and not be able to satisfy demand. This problem is exacerbated because we attempt to closely match inventory levels with product demand leaving limited margin for error. Also, during the transition from an existing product to a new replacement product, we must accurately predict the demand for the existing and the new product. If we improperly forecast demand for our products and channel inventory levels, we could incur increased expenses associated with writing off excessive or obsolete inventory, lose sales, incur penalties for late delivery or have to ship products by air freight to meet immediate demand incurring incremental freight costs above the sea freight costs and suffering a corresponding decline in gross margins. For example, when demand for our products turns out to be lower than we previously forecasted, it results in our revenue for our products to come in lower than expected, as our channel partners in the U.S. replenish inventory slower than they sell through to end users to right size their inventory carrying position based on the lower demand levels than previously expected. In addition, we generally allow wholesale distributors and traditional retailers to return a limited amount of our products in exchange for other products. Under our price protection policy, if we reduce the list price of a product, we are often required to issue a credit in an amount equal to the reduction for each of the products held in inventory by our wholesale distributors and retailers. If our wholesale distributors and retailers are unable to sell their inventory in a timely manner, we might lower the price of the products, or these parties may exchange the products for newer products or decrease their purchases of our products in subsequent periods, which would adversely affect our revenue and results of operations.

To remain competitive and stimulate consumer and business demand, we must successfully manage new product introductions and transitions of products and services.

We operate in a highly competitive, quickly changing environment, and our future success depends on our ability to develop or acquire and introduce new products and services, enhance existing products and services, effectively stimulate customer and business demand for new and upgraded products and services, and successfully manage the transition to these new and upgraded products and services. Our future success will depend in large part upon our ability to identify demand trends in the consumer, business and service provider markets, and to quickly develop or acquire, manufacture and market and sell products and services that satisfy these demands in a cost-effective manner. In order to differentiate our products from our competitors’ products, we must continue to increase our focus and capital investment in research and development and marketing and sales, including software development for our products and complementary services and applications. For example, we previously made a strategic shift to focus on premium, higher margin products and have committed a substantial amount of resources to the development, manufacture, branding, marketing and sale of our Nighthawk mobile hotspot products, Orbi WiFi systems and Pro AV managed switches, and to introducing additional and improved models and services in these lines. In the third quarter of 2023, we launched our first WiFi 7 products, namely the Orbi 97X mesh system and the Nighthawk RS700 router, and will continue to invest in a strong pipeline of WiFi 7 introductions in 2024 across all our major product lines. The success of new products and services depends on a number of factors, including timely and successful development either through rapid innovation or acquisition, market acceptance, our ability to manage the risks and costs, such as investment costs and marketing costs, associated with development and introduction of new products and services, the effective management of purchase commitments and channel inventory levels in line with anticipated product demand, availability of products in appropriate quantities and at expected costs to meet anticipated demand, the risk that new products and services may have delays, quality or other defects or deficiencies and our ability to effectively manage marketing and reviews of our products and services.

In addition, we have acquired companies and technologies in the past and as a result, have introduced new product lines in new markets. We may not be able to successfully manage integration of the new product lines with our existing products. Selling new product lines in new markets will require our management to learn different strategies in order to be successful. We may be unsuccessful in launching a newly acquired product line in new markets which requires management of new suppliers, potential new customers and new business models. Our management may not have the experience of selling in these new markets and we may not be able to grow our business as planned. If we are unable to effectively and successfully further develop these new product lines, we may not be able to increase or maintain our sales and our gross margins may be adversely affected.

Accordingly, if we cannot properly drive customer and business demand, manage future introductions and transitions of products and services, this could result in:

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loss of or delay in revenue and loss of market share;

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negative publicity and damage to our reputation and brand;

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a decline in the average selling price of our products;

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adverse reactions in our sales channels, such as reduced shelf space, reduced channel inventory levels, reduced online product visibility, or loss of sales channels; and

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increased levels of product returns.

In addition, if we are unable to successfully introduce or acquire new products with higher gross margins, or enhance and improve our services and subscription offerings for customer retention or service revenue growth, or if we are unable to improve the margins on our previously introduced and rapidly growing product and services lines, our net revenue and overall gross margin would likely decline.

We have invested, and in the future may invest, in new business strategies and adjust existing business strategies. Such endeavors may involve significant risks and uncertainties, including distraction of management from current operations, greater-than-expected liabilities and expenses, economic, legal and regulatory challenges, inadequate return on capital, potential impairment of tangible and intangible assets, and significant write-offs. Changes in business strategies are inherently risky and may not be successful. The failure of any significant investment could materially adversely affect our business, reputation, results of operations and financial condition. For example, as mentioned in the risk factor above “To remain competitive and stimulate consumer and business demand, we must successfully manage new product introductions and transitions of products and services”, we previously made a strategic shift to focus on premium, higher margin products and services and we continue to make changes in our business strategies, including pursuing new, adjacent markets. Changes in business strategy would require us to hire in key areas and make certain investments, including marketing; however, such investments may not prove to be successful. Additionally, a significant part of our business strategy and culture is to focus on long-term growth and as a result, our profitability may be lower than it would be if our strategy were to maximize short-term financial results. If we are ultimately unable to improve profitability at the level or during the time frame anticipated by securities or industry analysts and our stockholders, the trading price of our common stock may decline. If we fail to develop and successfully execute on our business strategies, our business, financial condition, results of operations and reputation could be materially adversely affected.

We sell a substantial portion of our products through traditional and online retailers, including Best Buy Co., Inc., Amazon.com, Inc. and their affiliates, wholesale distributors, including Ingram Micro, Inc. and TD Synnex, and service providers, such as AT&T. We expect that a significant portion of our net revenue will continue to come from sales to a small number of customers for the foreseeable future. In addition, because our accounts receivable are often concentrated with a small group of purchasers, the failure of any of them to pay on a timely basis, or at all, would reduce our cash flow. We are also exposed to increased credit risk if any one of these limited numbers of customers fails or becomes insolvent. We generally have no minimum purchase commitments or long-term contracts with any of these customers. These purchasers could decide at any time to discontinue, decrease or delay their purchases of our products. If our customers increase the size of their product orders without sufficient lead-time for us to process the order, our ability to fulfill product demands would be compromised. These customers have a variety of suppliers to choose from and therefore can make substantial demands on us, including demands on product pricing and on contractual terms, which often results in the allocation of risk to us as the supplier. Accordingly, the prices that they pay for our products are subject to negotiation and could change at any time. For example, as mentioned below in the risk factors “If disruptions in our transportation network continue to occur or our shipping costs substantially increase again in the future, we may be unable to sell or timely deliver our products, and net revenue and our gross margin could decrease” and “We obtain several key components from limited or sole sources, and if these sources fail to satisfy our supply requirements or we are unable to properly manage our supply requirements with our third-party manufacturers, we may lose sales and experience increased component costs”, we had previously experienced high freight costs and component costs and had issued price increases to our customers. Our ability to maintain strong relationships with our principal customers is essential to our future performance. If any of our major customers reduce their level of purchases or refuse to pay the prices that we set for our products, our net revenue and operating results could be harmed.

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our principal customers is essential to our future performance. If any of our major customers reduce their level of purchases or refuse to pay the prices that we set for our products, our net revenue and operating results could be harmed.

Furthermore, some of our customers are also our competitors in certain product categories, which could negatively influence their purchasing decisions. For example, Amazon owns Eero, one of our competitors in the mesh WiFi systems product category. Our traditional retail customers have faced increased and significant competition from online retailers, and some of these traditional retail customers have increasingly become a smaller portion of our business. If key retail customers continue to reduce their level of purchases, our business could be harmed. Similarly, we sell products and services directly to consumers from our own e-commerce platforms and expect these revenues to grow proportionate to overall revenue. Some of our customers, such as Amazon and Best Buy, may consider this to be competitive with their own businesses, which could negatively influence their purchasing decisions with respect to our products. Furthermore, we have experienced a shift towards products being bought and sold online. If we are unable to adjust to this shift and effectively manage our business and inventory requirements amongst our online customers and traditional retail customers, this may lead to lower market share and lower revenues for us, and our net revenue and operating results could be harmed.

In addition, adverse changes in economic conditions or unforeseen disruptions in the businesses of any of our key customers could adversely impact the sale of our products to end users and the quantity of products our customers decide to purchase from us. For example, as mentioned above in the risk factor “Optimizing our channel partners' inventory levels and product mix within the current environment is challenging, and we have, and may in the future, incur costs associated with excess inventory, or lose sales from having too few products,” many of our retail and service provider customers have and continue to reduce their target inventory levels. This shift may have a longer-term impact on the inventory levels our customers choose to carry.

Additionally, concentration and consolidation among our customer base may allow certain customers to command increased leverage in negotiating prices and other terms of sale, which could adversely affect our profitability. If, as a result of increased leverage, customer pressures require us to reduce our pricing such that our gross margins are diminished, we could decide not to sell our products to a particular customer, which could result in a decrease in our revenue. Consolidation among our customer base may also lead to reduced demand for our products, elimination of sales opportunities, replacement of our products with those of our competitors and cancellations of orders, each of which would harm our operating results. Consolidation among our service provider customers worldwide may also make it more difficult to grow our service provider business, given the fierce competition for the already limited number of service providers worldwide and the long sales cycles to close deals. If consolidation among our customer base becomes more prevalent, our operating results may be harmed.

We obtain several key components from limited or sole sources, and if these sources fail to satisfy our supply requirements or we are unable to properly manage our supply requirements with our third-party manufacturers, we may lose sales and experience increased component costs.

Any shortage or delay in the supply of key product components, or any sudden, unforeseen price increase for such components, would harm our ability to meet product deliveries as scheduled or as budgeted. Many of the semiconductors used in our products are obtained from sole source suppliers on a purchase order basis. In addition, some components that are used in all our products are obtained from limited sources. We also obtain switching fabric semiconductors, which are used in our Ethernet switches and Internet gateway products, and WiFi chipsets, which are used in all of our wireless products, from a limited number of suppliers. We also use Cable Modem chipsets and Mobile chipsets in our cable and mobile products. Semiconductor suppliers have experienced and continue to experience component shortages themselves, such as with lead-frames and substrates used in manufacturing chipsets, which in turn adversely impact our ability to procure semiconductors from them in sufficient quantities and in a timely manner. For example, we had previously experienced certain chipset shortages for some of our switching products from two of our semiconductor suppliers who did not have enough wafer capacity to satisfy our demand, and this shortage continued for several quarters. Our third-party manufacturers generally purchase these components on our behalf on a purchase order basis, and we do not have any guaranteed supply arrangements with our suppliers. If demand for a specific component increases, we may not be able to obtain an adequate number of that component in a timely manner, and prices to obtain such components may increase. In addition, if worldwide demand for the components increases significantly, the availability of these components could be limited and prices for such components may increase. For example, as the demand for Artificial Intelligence chips increase, semiconductor production capacity may be shifted to these specific components thereby constraining supply of or increasing cost on chips used in our products. Further, dependence on a sole source for certain key components of our products may allow such sole source suppliers to command increased leverage in negotiating prices and other terms of sale, which could adversely affect our profitability. As a result, we may be left with little choice but to accept such higher prices or other fees for key components in order to ensure continuity of supply. This could affect our profitability or if we choose to push back against more onerous terms, could lead to inadequate supply, which could materially adversely affect our business. Our suppliers may also experience financial or other difficulties as a result of uncertain and weak worldwide economic, geopolitical conditions, trade disputes or public health issues. Other factors which may affect our suppliers’ ability or willingness to supply components to us include internal management product allocation

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could affect our profitability or if we choose to push back against more onerous terms, could lead to inadequate supply, which could materially adversely affect our business. Our suppliers may also experience financial or other difficulties as a result of uncertain and weak worldwide economic, geopolitical conditions, trade disputes or public health issues. Other factors which may affect our suppliers’ ability or willingness to supply components to us include internal management product allocation decisions or reorganizational issues, such as roll-out of new equipment or disruptions to information infrastructure or power transmission or navigation miscalculations which may delay or disrupt supply of previously forecasted components, or industry consolidation and divestitures, which may result in changed business and product priorities among certain suppliers. Also, many standardized components used broadly in electronic devices are manufactured in significant quantities in concentrated geographic regions, particularly in Greater China. As a result, protracted crises, geopolitical unrest and uncertain economic conditions, could lead to eventual shortages of necessary components sourced from impacted regions or increased component costs. Additionally, government intervention to curb the consumption of electricity in China could have a disruptive impact on component production and supply availability. It could be difficult, costly and time consuming to obtain alternative sources for these components, or to change product designs to make use of alternative components. In addition, difficulties in transitioning from an existing supplier to a new supplier could create delays in component availability that would have a significant impact on our ability to fulfill orders for our products.

We provide our third-party manufacturers with a rolling forecast of demand and purchase orders, which they use to determine our material and component requirements. Lead times for ordering materials and components vary significantly and depend on various factors, such as the specific supplier, contract terms and demand and supply for a component at a given time. Some of our components have long lead times, such as WiFi chipsets, switching fabric chips, physical layer transceivers, and logic, power, analog and RF chipsets. If our forecasts are not timely provided or are less than our actual requirements, our third-party manufacturers may be unable to manufacture products in a timely manner. If our forecasts are too high, our third-party manufacturers will be unable to use the components they have purchased on our behalf. Historically, the cost of the components used in our products tends to drop rapidly as volumes increase and the technologies mature. Therefore, if our third-party manufacturers are unable to promptly use components purchased on our behalf, our cost of producing products may be higher than our competitors due to an oversupply of higher-priced components. Moreover, if they are unable to use components ordered at our direction, we will need to reimburse them for any losses they incur, which could be material.

If we are unable to obtain a sufficient supply of components, or if we experience any interruption in the supply of components, our product shipments could be reduced or delayed or our cost of obtaining these components may increase. Component shortages and delays affect our ability to meet scheduled product deliveries, damage our brand and reputation in the market, and cause us to lose sales and market share. For example, component shortages and disruptions in supply related to the COVID-19 induced lockdowns in Shenzhen, China and Shanghai, China previously had limited our ability to supply all the worldwide demand for our NETGEAR for Business switch products, and our revenue and profitability was affected. At times we have elected to purchase components on the spot market or to use more expensive transportation methods, such as air freight, to make up for manufacturing delays caused by component shortages, which reduces our margins.

We compete in a rapidly evolving and fiercely competitive market, and we expect competition to continue to be intense, including price competition. Our principal competitors in the consumer market include ARRIS, ASUS, D-Link, Eero (owned by Amazon), Linksys (owned by Foxconn), Google WiFi, and TP-Link. Our principal competitors in the business market include Arista, Cisco Systems, D-Link, Extreme Networks, Fortinet, Hewlett-Packard Enterprise, Juniper Mist, Ruckus Networks, TP-Link, and Ubiquiti. Our principal competitors in the service provider market include Cradlepoint, Franklin, Huawei, Inseego, Nokia, Orbic, Sonim, TP-Link, WNC, and ZTE. Other competitors include numerous local vendors such as Xiaomi in China, AVM in Germany and Buffalo in Japan. In addition, these local vendors may target markets outside of their local regions and may increasingly compete with us in other regions worldwide. Our potential competitors also include other consumer electronics vendors, including Apple, LG Electronics, 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 service providers 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, or ODMs, and contract manufacturers who sell and attempt to sell their products directly to service providers around the world.

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Many of our existing and potential competitors have longer operating histories, greater name recognition and substantially greater financial, technical, sales, marketing and other resources. These competitors may, among other things, undertake more extensive marketing campaigns, adopt more aggressive pricing policies, obtain more favorable pricing from suppliers and manufacturers, and exert more influence on sales channels than we can. Certain of our significant competitors also serve as key sales and marketing channels for our products, potentially giving these competitors a marketplace advantage based on their knowledge of our business activities and/or their ability to negatively influence our sales opportunities. For example, Amazon provides an important sales channel for our products, but it also competes with us in the mesh WiFi systems product category through its subsidiary Eero. In addition, certain competitors may have different business models, such as integrated manufacturing capabilities, that may allow them to achieve cost savings and to compete on the basis of price. Other competitors may have fewer resources but may be more nimble in developing new or disruptive technology or in entering new markets. We anticipate that current and potential competitors will also intensify their efforts to penetrate our target markets. For example, in the past certain network security companies such as Symantec have introduced security routers for the home consumer market to compete with us and we believe that other network security companies may also seek to do the same. Also, due to our recent success in the audio visual over IP market, some of our competitors may seek to enter this market as well. Price competition is intense in our industry in certain geographical regions and product categories. Many of our competitors in the service provider and retail spaces price their products significantly below our product costs in order to gain market share. Certain substantial competitors have business models that are more focused on customer acquisition and access to customer data rather than on financial return from product sales, and these competitors have the ability to provide sustained price competition to many of our products in the market. Average sales prices have declined in the past and may again decline in the future. These competitors may have more advanced technology, more extensive distribution channels, stronger brand names, greater access to shelf space in retail locations, bigger promotional budgets and larger customer bases than we do. In addition, many of these competitors leverage a broader product portfolio and offer lower pricing as part of a more comprehensive end-to-end solution which we may not have. These companies could devote more capital resources to develop, manufacture and market competing products than we could. Our competitors may acquire other companies in the market and leverage combined resources to gain market share. In some instances, our competitors may be acquired by larger companies with additional formidable resources, such as the purchase of ARRIS by CommScope, Eero by Amazon and Linksys by Foxconn. Additionally, in the case of Linksys, Foxconn is one of our main third-party manufacturing partners, which presents an additional risk if Foxconn decides to prioritize its interest in Linksys over its relationship with us. If any of these companies are successful in competing against us, our sales could decline, our margins could be negatively impacted and we could lose market share, any of which could seriously harm our business and results of operations.

We depend substantially on our sales channels, and our failure to maintain and expand our sales channels would result in lower sales and reduced net revenue.

To maintain and grow our market share, net revenue and brand, we must maintain and expand our sales channels. Our sales channels consist of traditional retailers, online retailers, DMRs, VARs, and broadband service providers. Some of these entities purchase our products through our wholesale distributor customers. We generally have no minimum purchase commitments or long-term contracts with any of these third parties.

Traditional retailers have limited shelf space and promotional budgets, and competition is intense for these resources. If the networking sector does not experience sufficient growth, retailers may choose to allocate more shelf space to other consumer product sectors and may choose to reduce their inventory levels. A competitor with more extensive product lines and stronger brand identity may have greater bargaining power with these retailers. Any reduction in available shelf space or inventory levels or increased competition for such shelf space would require us to increase our marketing expenditures simply to maintain current levels of retail shelf space and inventory levels, which would harm our operating margin. In addition, reduction in inventory levels puts pressure on our ability to accurately forecast customer demand. A failure to accurately predict high demand for a product could result in lost sales or higher product costs if we meet demand by paying higher costs for materials, production and delivery. We could also frustrate our customers and lose further shelf space and market share. A failure to predict low demand for a product could result in excess inventory, further reductions in target inventory levels, lower cash flows and lower margins if we are required to reduce product prices in order to reduce inventories.

Our traditional retail customers have faced increased and significant competition from online retailers. Further, we have experienced the shift to a greater percentage of purchases taking place online versus traditional retail customers. If we cannot effectively manage our business and inventory requirements amongst our online customers and traditional retail customers, our business would be harmed. The recent trend in the consolidation of online retailers and DMR channels has resulted in intensified competition for preferred product placement, such as product placement on an online retailer’s Internet home page. Expanding our presence in the VAR channel may be difficult and expensive. We compete with established companies that have longer operating histories and longstanding relationships with VARs that we would find highly desirable as sales channel partners. In addition, our efforts to realign or consolidate our sales channels may cause temporary disruptions in our product sales and revenue, and these changes may not result in the expected longer-term benefits. We also sell products and services directly to consumers from our own e-commerce platforms. This requires material investment in capital, time and resources and carries the risk that it may not achieve the expected return on investment that we are expecting, and that it may adversely affect our relationships with our existing channel partners, which ultimately may materially and adversely affect our results of operations.

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operating histories and longstanding relationships with VARs that we would find highly desirable as sales channel partners. In addition, our efforts to realign or consolidate our sales channels may cause temporary disruptions in our product sales and revenue, and these changes may not result in the expected longer-term benefits. We also sell products and services directly to consumers from our own e-commerce platforms. This requires material investment in capital, time and resources and carries the risk that it may not achieve the expected return on investment that we are expecting, and that it may adversely affect our relationships with our existing channel partners, which ultimately may materially and adversely affect our results of operations.

We also sell products to broadband service providers. Competition for selling to broadband service providers is fierce and intense. Penetrating service provider accounts typically involves a long sales cycle and the challenge of displacing incumbent suppliers with established relationships and field-deployed products. If we are unable to maintain and expand our sales channels, our growth would be limited and our business would be harmed.

We must also continuously monitor and evaluate emerging sales channels. If we fail to establish a presence in an important developing sales channel, such as sales directly to consumers from our own e-commerce platforms, our business could be harmed.

We depend on a limited number of third-party manufacturers for substantially all of our manufacturing needs. If these third-party manufacturers experience any delay, disruption or quality control problems in their operations, we could lose revenue and our brand may suffer.

All of our products are manufactured, assembled, tested and generally packaged by a limited number of third-party manufacturers, including original design manufacturers, or ODMs, as well as their sub-contract manufacturers. In most cases, we rely on these manufacturers to procure components and, in some cases, subcontract engineering work. Some of our products are manufactured by a single manufacturer. We do not have any long-term contracts with any of our third-party manufacturers. Some of these third-party manufacturers produce products for our competitors or are themselves competitors in certain product categories. Due to uncertain and changing economic and geopolitical conditions, the viability of some of these third-party manufacturers may be at risk. The loss of the services of any of our primary third-party manufacturers could cause a significant disruption in operations and delays in product shipments. Qualifying a new manufacturer and commencing volume production is expensive and time consuming. Ensuring that a manufacturer is qualified to manufacture our products to our standards is time consuming. In addition, there is no assurance that a manufacturer can produce our products at the appropriate volumes and in the quality that we require. In addition, as we recently have transitioned a substantial portion of our manufacturing facilities to different regions, we are subject to additional significant challenges in ensuring that quality, processes and costs, among other issues, are consistent with our expectations. For example, while we expect our manufacturers to be responsible for penalties assessed on us because of excessive failures of the products, there is no assurance that we will be able to collect such reimbursements from these manufacturers, which causes us to take on additional risk for potential failures of our products.

Our reliance on third-party manufacturers also exposes us to the following risks over which we have limited control:

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unexpected increases in manufacturing and repair costs;

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inability to control the quality and reliability of finished products;

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inability to control delivery schedules;

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potential liability for expenses incurred by third-party manufacturers in reliance on our forecasts that later prove to be inaccurate, including the cost of components purchased by third-party manufacturers on our behalf, which may be material;

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potential lack of adequate capacity to manufacture all or a part of the products we require; and

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potential labor unrest affecting the ability of the third-party manufacturers to produce our products.

All of our products must satisfy safety and regulatory standards and some of our products must also receive government certifications. Our third-party manufacturers are primarily responsible for conducting the tests that support our applications for most regulatory approvals for our products. If our third-party manufacturers fail to timely and accurately conduct these tests, we would be unable to obtain the necessary domestic or foreign regulatory approvals or certificates to sell our products in certain jurisdictions. As a result, we would be unable to sell our products and our sales and profitability could be reduced, our relationships with our sales channel could be harmed, and our reputation and brand would suffer.

Specifically, substantially all of our manufacturing and assembly occurs in the Asia Pacific region, and any disruptions due to natural disasters, climate change, health epidemics and political, social and economic instability in the region would affect the ability of our third-party manufacturers to manufacture our products. For example, in late August 2021, heavy rains caused our manufacturer in Thailand to become flooded and created a one-month delay in manufacturing and required us to move some non-U.S. manufacturing back to China. Furthermore, if the cost of production charged by our third-party manufacturers increases, it may affect our margins and ability to lower prices for our products to stay competitive. Labor unrest in Southeast Asia, China or other locations where components and our products are manufactured may also affect our third-party manufacturers as workers may strike and cause production delays. If our third-party manufacturers fail to maintain good relations with their employees or contractors, and production and manufacturing of our products is affected, then we may be 48

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In our typical ODM arrangement, our ODMs are generally responsible for sourcing the components of the products and warranting that the products will work against a product’s specification, including any software specifications. If we needed to move to a contract manufacturing arrangement, we would take on much more, if not all, of the responsibility around these areas, including increased costs and personnel expertise. If we are unable to properly manage these risks, our products may be more susceptible to defects and our business would be harmed.

Our sales and operations in international markets have exposed us to and may in the future expose us to operational, financial and regulatory risks.

International sales comprise a significant amount of our overall net revenue. International sales were approximately 3634% of overall net revenue in the ~~first~~second fiscal quarter of 2025 and 34% of overall net revenue in fiscal 2024. We continue to be committed to growing our international sales, and while we have committed resources to expanding our international operations and sales channels, these efforts may not be successful. For example, in fiscal 2022 we experienced the strengthening of the U.S. dollar, which had a meaningful negative impact on our international revenue and our profitability.

International operations are subject to a number of other risks, including:

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exchange rate fluctuations and inflation;

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tariffs, the threat of new or increased tariffs, and escalating trade tensions;

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geopolitical and economic tensions, such as in the Middle East, between China/Taiwan, and international terrorism and anti-American sentiment, particularly in emerging markets;

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potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud;

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preference for locally branded products, and laws and business practices favoring local competition;

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changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws (including potential responses to the higher U.S. tariffs on certain imported products implemented by the U.S.);

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increased difficulty in managing inventory and reduced inventory level targets;

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delayed revenue recognition;

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unpredictable judicial systems, which may unfairly favor domestic plaintiffs over foreign corporations, or which may more easily impose harsher penalties such as import injunctions;

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less effective protection of intellectual property;

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stringent consumer protection and product compliance regulations, including but not limited to the Restriction of Hazardous Substances directive, the Waste Electrical and Electronic Equipment directive and the European Ecodesign directive, or EuP, that are costly to comply with and may vary from country to country;

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difficulties and costs of staffing and managing foreign operations; and

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business difficulties, including potential bankruptcy or liquidation, of any of our worldwide third-party logistics providers.

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While we believe we generally have good relations with our employees, employees in certain jurisdictions have rights which give them certain collective rights. If management must expend significant resources and effort to address and comply with these rights, our business may be harmed. We are also required to comply with local environmental legislation and our customers rely on this compliance in order to sell our products. If our customers do not agree with our interpretations and requirements of new legislation, they may cease to order our products and our revenue would be harmed.

We depend on large, recurring purchases from certain significant customers, and a loss, cancellation or delay in purchases by these customers could negatively affect our revenue.

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The loss of recurring orders from any of our more significant customers could cause our revenue and profitability to suffer. Our ability to attract new customers will depend on a variety of factors, including the cost-effectiveness, reliability, scalability, breadth and depth of our products. In addition, a change in the mix of our customers, or a change in the mix of direct and indirect sales, could adversely affect our revenue and gross margins.

Although our financial performance may depend on large, recurring orders from certain customers and resellers, we do not generally have binding commitments from them. For example:

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our reseller agreements generally do not require substantial minimum purchases;

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our customers can stop purchasing and our resellers can stop marketing our products at any time; and

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our reseller agreements generally are not exclusive.

Further, our revenue may be impacted by significant one-time purchases which are not contemplated to be repeatable. While such purchases are reflected in our financial statements, we do not rely on and do not forecast for continued significant one-time purchases. As a result, lack of repeatable one-time purchases will adversely affect our revenue.

Because our expenses are based on our revenue forecasts, a substantial reduction or delay in sales of our products to, or unexpected returns from, customers and resellers, or the loss of any significant customer or reseller, could harm or otherwise have a negative impact to our operating results. Although our largest customers may vary from period to period, we anticipate that our operating results for any given period will continue to depend on large orders from a small number of customers. This customer concentration increases the risk of quarterly fluctuations in our operating results and our sensitivity to any material, adverse developments experienced by our customers.

The average selling prices of our products typically decrease rapidly over the sales cycle of the product, which may negatively affect our net revenue and gross margins.

Our products typically experience price erosion, a fairly rapid reduction in the average unit selling prices over their respective sales cycles. In order to sell products that have a falling average unit selling price and maintain margins at the same time, we need to continually reduce product and manufacturing costs. To manage manufacturing costs, we must collaborate with our third-party manufacturers to engineer the most cost-effective design for our products. In addition, we must carefully manage the price paid for components used in our products. We must also successfully manage our freight and inventory costs to reduce overall product costs. We also need to continually introduce new products with higher sales prices and gross margins in order to maintain our overall gross margins. If we are unable to manage the cost of older products or successfully introduce new products with higher gross margins, our net revenue and overall gross margin would likely decline.

If we fail to overcome the challenges associated with managing our broadband service provider sales channel, our net revenue and gross profit will be negatively impacted.

We sell a significant number of products through broadband service providers worldwide. However, the service provider sales channel is challenging and exceptionally competitive. Difficulties and challenges in selling to service providers include a longer sales cycle, more stringent product testing and validation requirements, a higher level of customization demands, requirements that suppliers take on a larger share of the risk with respect to contractual business terms, competition from established suppliers, pricing pressure resulting in lower gross margins, and irregular and unpredictable ordering habits. For example, rigorous service provider certification processes may delay our sale of new products, or our products ultimately may fail these tests. In either event, we may lose some or all of the amounts we expended in trying to obtain business from the service provider, as well as lose the business opportunity altogether. In addition, even if we have a product which a service provider customer may wish to purchase, we may choose not to supply products to the potential service provider customer if the contract requirements, such as service level requirements, penalties, and liability provisions, are too onerous. Accordingly, our business may be harmed and our revenues may be reduced. We have, in exceptional limited circumstances, while still in contract negotiations, shipped products in advance of and subject to agreement on a definitive contract. We do not record revenue from these shipments until a definitive contract exists. There is risk that we do not ultimately close and sign a definitive contract. If this occurs, the timing of revenue recognition is uncertain and our business would be harmed. In addition, we often commence building custom-made products prior to execution of a contract in order to meet the customer’s contemplated launch dates and requirements. Service provider products are generally custom-made for a specific customer and may not be scalable to other customers or in other channels. If we have pre-built custom-made products but do not come to agreement on a definitive contract, we may be forced to scrap the custom-made products or re-work them at substantial cost and our business would be harmed.

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the contract requirements, such as service level requirements, penalties, and liability provisions, are too onerous. Accordingly, our business may be harmed and our revenues may be reduced. We have, in exceptional limited circumstances, while still in contract negotiations, shipped products in advance of and subject to agreement on a definitive contract. We do not record revenue from these shipments until a definitive contract exists. There is risk that we do not ultimately close and sign a definitive contract. If this occurs, the timing of revenue recognition is uncertain and our business would be harmed. In addition, we often commence building custom-made products prior to execution of a contract in order to meet the customer’s contemplated launch dates and requirements. Service provider products are generally custom-made for a specific customer and may not be scalable to other customers or in other channels. If we have pre-built custom-made products but do not come to agreement on a definitive contract, we may be forced to scrap the custom-made products or re-work them at substantial cost and our business would be harmed.

Further, successful engagements with service provider customers requires a constant analysis of technology trends. If we are unable to anticipate technology trends and service provider customer product needs, and to allocate research and development resources to the right projects, we may not be successful in continuing to sell products to service provider customers. In addition, because our service provider customers command significant resources, including for software support, and demand extremely competitive pricing, certain ODMs have declined to develop service provider products on an ODM basis. Accordingly, as our ODMs increasingly limit development of our service provider products, our service provider business will be harmed if we cannot replace this capability with alternative ODMs or in-house development.

Orders from service providers generally tend to be large but sporadic, which causes our revenues from them to fluctuate and challenges our ability to accurately forecast demand from them. In particular, managing inventory, inventory levels and production of our products for our service provider customers is a challenge and may be further exacerbated by current macroeconomic uncertainties and geopolitical instability. Many of our service provider customers have irregular purchasing requirements. These customers may decide to cancel orders for customized products specific to that customer, and we may not be able to reconfigure and sell those products in other channels. These cancellations could lead to substantial write-offs. In addition, these customers may issue unforecasted orders for products which we may not be able to produce in a timely manner and as such, we may not be able to accept and deliver on such unforecasted orders. In certain cases, we may commit to fixed-price, long term purchase orders, with such orders priced in foreign currencies which could lose value over time in the event of adverse changes in foreign exchange rates. Even if we are selected as a supplier, typically a service provider will also designate a second source supplier, which over time will reduce the aggregate orders that we receive from that service provider. Further, as the technology underlying our products deployed by broadband service providers matures and more competitors offer alternative products with similar technology, we anticipate competing in an extremely price sensitive market and our margins may be affected. If we are unable to introduce new products with sufficiently advanced technology to attract service provider interest in a timely manner, our service provider customers may then require us to lower our prices, or they may choose to purchase products from our competitors. If this occurs, our business would be harmed and our revenues would be reduced.

If we were to lose a service provider customer for any reason, we may experience a material and immediate reduction in forecasted revenue that may cause us to be below our net revenue and operating margin expectations for a particular period of time and therefore adversely affect our stock price. For example, many of our competitors in the service provider space aggressively price their products in order to gain market share. We may not be able to match the lower prices offered by our competitors, and we may choose to forgo lower-margin business opportunities. Many of the service provider customers will seek to purchase from the lowest cost provider, notwithstanding that our products may be higher quality or that our products were previously validated for use on their proprietary network. Accordingly, we may lose customers who have lower, more aggressive pricing, and our revenues may be reduced. In addition, service providers may choose to prioritize the implementation of other technologies or the roll out of other services than home networking. Weakness in orders from this industry could have a material adverse effect on our business, operating results, and financial condition. We have seen slowdowns in capital expenditures by certain of our service provider customers in the past and believe there may be potential for similar slowdowns in the future. Any slowdown in the general economy, over supply, consolidation among service providers, regulatory developments and constraint on capital expenditures could result in reduced demand from service providers and therefore adversely affect our sales to them. If we do not successfully overcome these challenges, we will not be able to profitably manage our service provider sales channel and our financial results will be harmed.

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We expect our operating results to fluctuate on a quarterly and annual basis, which could cause our stock price to fluctuate or decline.

Our operating results are difficult to predict and may fluctuate substantially from quarter-to-quarter or year-to-year for a variety of reasons, many of which are beyond our control. If our actual results were to fall below our estimates or the expectations of public market analysts or investors, our quarterly and annual results would be negatively impacted and the price of our stock could decline. Other factors that could affect our quarterly and annual operating results include those listed in the risk factors section of this report and others such as:

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operational disruptions, such as transportation delays or failure of our order processing system, particularly if they occur at the end of a fiscal quarter;

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component supply constraints, including specialized WiFi 7 or WiFi 6 chipsets, or sudden, unforeseen price increases from our manufacturers, suppliers and vendors;

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unanticipated increases in costs, including air and ocean freight, associated with shipping and delivery of our products;

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the inability to maintain stable operations by our suppliers, distribution centers and other parties with which we have commercial relationships;

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seasonal shifts in end market demand for our products, particularly in our Mobile and Home Networking business segments;

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our inability to accurately forecast product demand or optimal product mix such as the proportion of lower-priced products versus premium products resulting in increased inventory exposure and/or lost sales;

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unfavorable or compressed level of inventory and turns;

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changes in or consolidation of our sales channels and wholesale distributor relationships or failure to manage our sales channel inventory and warehousing requirements;

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unanticipated decreases, reduced inventory targets or delays in purchases of our products by our significant traditional and online retail customers;

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shift in overall product mix sales from higher to lower gross margin products, from lower-priced products to premium products, or from one business segment to another, that would adversely impact our revenue and gross margins;

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an increase in price protection claims, redemptions of marketing rebates, product warranty and stock rotation returns or allowance for doubtful accounts;

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delay or failure to fulfill orders for our products on a timely basis;

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changes in the pricing policies of or the introduction of new products by us or our competitors;

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unexpected challenges or delays in our ability to further develop services and applications that complement our products and result in meaningful subscriber growth and future recurring revenue;

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discovery or exploitation of security vulnerabilities in our products, services or systems, leading to negative publicity, decreased demand or potential liability, including potential breach of our customers’ data privacy or disruption of the continuous operation of our cloud infrastructure and our products;

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introductions of new technologies and changes in consumer preferences that result in either unanticipated or unexpectedly rapid product category shifts;

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slow or negative growth in the networking product, personal computer, Internet infrastructure, smart home, home electronics and related technology markets;

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delays in the introduction of new products by us or market acceptance of these products;

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delays in regulatory approvals or consumer adoption of WiFi 7 or WiFi 6E technology in various regions;

•

increases in expenses related to the development, introduction and marketing of new products that adversely impact our margins;

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•

increases in expenses related to the development and marketing related to the Company’s direct online sales channels that adversely impact our margins;

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changes in tax rates or adverse changes in tax laws that expose us to additional income tax liabilities;

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changes in U.S. and international trade policy that adversely affect customs, tax or duty rates as well as tariffs, the threat of new or increased tariffs, and escalating trade tensions;

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foreign currency exchange rate fluctuations in the jurisdictions where we transact sales and expenditures in local currency;

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unanticipated increases in expenses related to periodic restructuring measures undertaken to achieve profitability and other business goals, including the reallocation or relocation of resources;

•

delay or failure of our service provider customers to purchase at their historic volumes or at the volumes that they or we forecast;

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litigation involving alleged patent infringement, consumer class actions, securities class actions or other claims that could negatively impact our reputation, brand, business and financial condition;

•

disruptions or delays related to our financial and enterprise resource planning systems;

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allowance for doubtful accounts exposure with our existing retailers, distributors and other channel partners and new retailers, distributors and other channel partners, particularly as we expand into new international markets;

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geopolitical disruption, including sudden changes in immigration policies and economic sanctions, leading to disruption in our workforce or delay or even stoppage of our operations in manufacturing, transportation, technical support and research and development;

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terms of our contracts with customers or suppliers that cause us to incur additional expenses or assume additional liabilities;

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epidemic or widespread product and/or component failure, performance problems or unanticipated safety issues in one or more of our products that could negatively impact our reputation, brand and business;

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any changes in accounting rules;

•

challenges associated with integrating acquisitions that we make, or with realizing value from our strategic investments in other companies;

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failure to effectively manage our third-party customer support partners, which may result in customer complaints and/or harm to our brand;

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our inability to monitor and ensure compliance with our code of ethics, our anti-corruption compliance program and domestic and international anti-corruption laws and regulations, whether in relation to our employees or with our suppliers or customers;

•

labor unrest at facilities managed by our third-party manufacturers;

•

workplace or human rights violations in certain countries in which our third-party manufacturers or suppliers operate, which may require quarantine of affected products, affect our brand and negatively affect our products’ acceptance by consumers;

•

overall performance of the equity markets and the economy as a whole;

•

unanticipated shifts or declines in profit by geographical region that would adversely impact our tax rate; and

•

our failure to implement and maintain the appropriate internal controls over financial reporting which may result in restatements of our financial statements.

As a result, period-to-period comparisons of our operating results may not be meaningful, and you should not rely on them as an indication of our future performance.

* Changes in trade policy in the United States and other countries, including the imposition of tariffs and the resulting consequences, may adversely impact our business, results of operations and financial condition.

International trade disputes, geopolitical tensions, and military conflicts have led, and continue to lead, to new and increasing export restrictions, trade barriers, tariffs, and other trade measures that can increase our manufacturing and transportation costs, limit our ability to sell to certain customers or markets, limit our ability to procure, or increase our costs for, components or raw materials, impede or slow the movement of our goods across borders, or otherwise restrict our ability to conduct operations. Increasing protectionism, economic nationalism, and national security concerns may also lead to further changes in trade policy. For example, when the U.S. government engaged in extended trade negotiations with China, which resulted in the implementation of tariffs on a significant number of products manufactured in China and imported into the United States, we worked closely with our manufacturing partners to implement ways to mitigate the impact of these tariffs on our supply chain as promptly and reasonably as practicable, including shifting production outside of China. 53

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~~created~~International ~~a dynamic and unpredictable~~ trade ~~landscape.~~disputes, ~~While~~geopolitical ~~the~~tensions, ~~tariffs~~and asmilitary ~~currently~~conflicts ~~implemented do not~~ have aled, ~~material~~and ~~impact~~continue onto ~~our business~~lead, weto ~~expect~~new ~~that~~and ~~additional~~increasing ~~tariffs~~export ~~will be announced or implemented that could adversely impact our business. For example~~restrictions, wetrade ~~manufacture our products overseas in Thailand~~barriers, ~~Vietnam~~tariffs, ~~Indonesia~~ and ~~Taiwan.~~other Iftrade ~~additional~~measures ~~tariffs are announced or implemented~~ that ~~apply~~can toincrease our ~~products~~manufacturing ~~imported~~and totransportation ~~the United States from those countries~~costs, limit our ~~margins~~ability ~~will~~to besell ~~adversely~~to ~~affected~~certain ~~beginning~~customers asor ~~early~~markets, aslimit ~~fiscal~~our ~~2025~~ability ~~depending~~to onprocure, ~~the~~or ~~ultimate~~increase ~~scope~~our ~~and~~costs ~~duration~~for, ofcomponents ~~tariffs~~or ~~imposed.~~raw ~~However~~materials, ~~given~~impede ~~the~~or ~~volatility~~slow ~~and uncertainty regarding~~ the ~~scope~~movement ~~and duration~~ of ~~such~~our ~~tariffs~~goods ~~and~~across ~~other aspects of U.S. and foreign government trade policies~~borders, ~~the~~or ~~ultimate~~otherwise ~~impact~~restrict on our ~~operations~~ability ~~and~~to ~~financial~~conduct ~~results remains uncertain but could be significant~~operations. ~~The~~Increasing ~~complexity~~protectionism, ofeconomic ~~announced~~nationalism, orand ~~future~~national ~~tariffs~~security concerns may also ~~increase~~lead ~~the~~to ~~risk~~further ~~that~~changes wein ortrade ~~our~~policy. ~~customers~~For orexample, ~~suppliers~~when ~~may be subject to enforcement actions in~~ the U.S. orgovernment ~~foreign~~engaged ~~jurisdictions~~in ~~related~~extended totrade ~~compliance~~negotiations with ~~trade~~China, ~~regulations.~~which ~~The~~resulted ~~evolving~~in ~~trade~~the ~~environment~~implementation ~~may~~of ~~also~~tariffs ~~contribute~~on toa ~~broader~~significant ~~macroeconomic~~number ~~and~~of ~~financial~~products ~~market~~manufactured ~~weakness,~~in ~~including~~China ~~decreased~~and ~~consumer~~imported ~~spending,~~into ~~inflationary~~the ~~pressures~~United ~~affecting interest rates~~States, ~~exchange~~we ~~rate~~worked ~~volatility,~~closely ~~and~~with ~~financing~~our ~~challenges~~manufacturing ~~due~~partners to ~~market~~implement ~~instability,~~ways ~~which~~to ~~may~~mitigate ~~result~~the inimpact ~~decreased~~of ~~customer~~these ~~demand,~~tariffs ~~increased~~on ~~operational~~our ~~costs,~~supply ~~and~~chain ~~difficulties~~as ~~attracting~~promptly ~~capital. Ongoing tariff~~ and ~~macroeconomic~~reasonably ~~uncertainty~~as ~~may~~practicable, ~~also~~including ~~contribute~~shifting toproduction ~~volatility~~outside ~~in the price~~ of ~~our common stock~~China.

Additionally, the U.S. presidential administration has recently announced substantial new tariffs affecting a wide range of products and jurisdictions and has indicated an intention to continue developing new trade policies. In response, certain foreign governments have announced or implemented retaliatory tariffs and other protectionist measures. These developments have created a dynamic and unpredictable trade landscape. While the tariffs as currently implemented do not have a material impact on our business, specifics regarding the scope and application of recently announced tariffs have not yet been announced and we expect that additional tariffs will be announced or implemented that could adversely impact our business. For example, we manufacture our products overseas in Thailand, Vietnam, Indonesia and Taiwan. If additional tariffs are announced or otherwise implemented in a manner that apply to our products imported to the United States from those countries, our margins will be adversely affected beginning as early as fiscal 2025 depending on the ultimate scope and duration of tariffs imposed. However, given the volatility and uncertainty regarding the scope and duration of such tariffs and other aspects of U.S. and foreign government trade policies, the ultimate impact on our operations and financial results remains uncertain but could be significant. The complexity of announced or future tariffs may also increase the risk that we or our customers or suppliers may be subject to enforcement actions in the U.S. or foreign jurisdictions related to compliance with trade regulations. The evolving trade environment may also contribute to broader macroeconomic and financial market weakness, including decreased consumer spending, inflationary pressures affecting interest rates, exchange rate volatility, and financing challenges due to market instability, which may result in decreased customer demand, increased operational costs, and difficulties attracting capital. Ongoing tariff and macroeconomic uncertainty may also contribute to volatility in the price of our common stock.

We cannot predict what further actions may be taken with respect to export regulations, tariffs or other trade regulations between the United States and other countries, what products or companies may be subject to such actions, or what actions may be taken by other countries in retaliation. In addition, actions to mitigate the effect of these tariffs are disruptive on our operations, may not be completely successful and may result in higher long-term manufacturing costs. Moreover, there is no certainty that countries to which we have shifted our manufacturing operations will not be subject to similar tariffs in the future. As a result, we may be required to raise our prices on certain products, which could result in the loss of customers and harm to our revenue, market share, competitive position and operating performance.

Additionally, the imposition of tariffs is dependent upon the classification of items under the Harmonized Tariff System (“HTS”) and the country of origin of the item. Determination of the HTS and the origin of the item is a technical matter that can be subjective in nature. Accordingly, although we believe our classifications of both HTS and origin are appropriate, there is no certainty that the U.S. government will agree with us. If the U.S. government does not agree with our determinations, we could be required to pay additional amounts, including potential penalties, and our profitability would be adversely impacted.

The transportation network is subject to disruption or congestion from a variety of causes, including labor disputes or port strikes, acts of war, terrorism or other geopolitical conflicts, like the Middle East conflict, natural disasters, effects of climate change, pandemics like COVID-19 and congestion resulting from higher shipping volumes. We are highly dependent upon the transportation systems we use to ship our products, including surface and air freight. Our attempts to closely match our inventory levels to our product demand intensify the need for our transportation systems to function effectively and without delay. On a quarterly basis, our shipping volume also tends to steadily increase as the quarter progresses, which means that any disruption in our transportation network in the latter half of a quarter will likely have a more material effect on our business than at the beginning of a quarter. For example, at times during the COVID-19 pandemic, we experienced significant limitations on the availability of key transportation resources and significant increases to the cost of air and ocean freight. When these occur, it has negatively impacted our profitability as we seek to transport an increased number of products from manufacturing locations in Asia to other markets around the world as quickly as possible. Moreover, feeder vessels that move containers to key trans-Pacific terminal locations can be subject to similar impacts due to the timing of container transfers and vessel departure dates. In addition, the global effects of climate change can result in increased frequency and severity of natural disasters that could also disrupt our transportation network. Furthermore, labor disputes among freight carriers and at ports of entry are common. A port worker strike, work slow-down or other transportation disruption in the ports of Singapore, Rotterdam, Los Angeles or Long Beach, California, where we have significant distribution centers, or East coast or Gulf coast of United States due to the volume of imports coming to the U.S. via ports there, could significantly disrupt our business. For example, at times, during the course of the COVID-19 pandemic, we had experienced disruptions at the ports, due to multiple factors, such as supply and demand imbalance, a shortage of warehouse workers, truck drivers, and transport equipment (tractors and trailers), and other causes, and had suffered from heightened congestion, bottleneck and gridlock, leading to abnormally high transportation delays. In addition, as mentioned above in the risk factor "Optimizing our channel partners' inventory levels and product mix within the current environment is challenging, and we have, and may in the future, incur costs associated with excess inventory, or lose sales from having too few products," many of our retail and service provider customers have and continue to reduce their target inventory levels to more closely match with product demand. This further intensifies the need for our transportation systems to function effectively and without delay. Significant disruptions to the transportation network could lead to significant disruptions in our business, delays in shipments, increased shipping costs, and revenue and profitability shortfalls which could materially and adversely affect our business and financial results, especially if they were to take place within the last few weeks of any quarter.

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key trans-Pacific terminal locations can be subject to similar impacts due to the timing of container transfers and vessel departure dates. In addition, the global effects of climate change can result in increased frequency and severity of natural disasters that could also disrupt our transportation network. Furthermore, labor disputes among freight carriers and at ports of entry are common. A port worker strike, work slow-down or other transportation disruption in the ports of Singapore, Rotterdam, Los Angeles or Long Beach, California, where we have significant distribution centers, or East coast or Gulf coast of United States due to the volume of imports coming to the U.S. via ports there, could significantly disrupt our business. For example, at times, during the course of the COVID-19 pandemic, we had experienced disruptions at the ports, due to multiple factors, such as supply and demand imbalance, a shortage of warehouse workers, truck drivers, and transport equipment (tractors and trailers), and other causes, and had suffered from heightened congestion, bottleneck and gridlock, leading to abnormally high transportation delays. In addition, as mentioned above in the risk factor "Optimizing our channel partners' inventory levels and product mix within the current environment is challenging, and we have, and may in the future, incur costs associated with excess inventory, or lose sales from having too few products," many of our retail and service provider customers have and continue to reduce their target inventory levels to more closely match with product demand. This further intensifies the need for our transportation systems to function effectively and without delay. Significant disruptions to the transportation network could lead to significant disruptions in our business, delays in shipments, increased shipping costs, and revenue and profitability shortfalls which could materially and adversely affect our business and financial results, especially if they were to take place within the last few weeks of any quarter.

Our international freight is regularly subjected to inspection by governmental entities. If our delivery times increase unexpectedly for these or any other reasons, our ability to deliver products on time would be materially adversely affected and would result in delayed or lost revenue as well as customer-imposed penalties. Similarly, transportation network disruptions such as those described in the preceding paragraph, have in the past and may in the future lead to an increase in transportation costs. For example, the cost of shipping our products by ocean freight had previously increased to at least eight times historical levels and had a corresponding impact upon our profitability. Moreover, the cost of shipping our products by air freight is greater than other methods. From time to time in the past, we have shipped products using extensive air freight to meet unexpected spikes in demand, shifts in demand between product categories, to bring new product introductions to market quickly and to timely ship products previously ordered. If we rely more heavily upon air freight to deliver our products, our overall shipping costs will increase. Just as ocean freight costs had previously increased due to the aforementioned supply chain and transportation disruptions, the cost of air freight had previously increased, as well, up to five times historical levels. While transportation costs have recently decreased, if the cost of ocean and air freight were to significantly increase again, it would severely disrupt our business and harm our operating results, and in particular, our profitability.

Expansion of our operations and infrastructure may strain our operations and increase our operating expenses.

We have expanded our operations and are pursuing market opportunities both domestically and internationally in order to grow our sales. This expansion has required enhancements to our existing management information systems, and operational and financial controls. In addition, if we continue to grow, our expenditures would likely be significantly higher than our historical costs. We may not be able to install adequate controls in an efficient and timely manner as our business grows, and our current systems may not be adequate to support our future operations. The difficulties associated with installing and implementing new systems, procedures and controls may place a significant burden on our management, operational and financial resources. In addition, if we grow internationally, we will have to expand and enhance our communications infrastructure. If we fail to continue to improve our management information systems, procedures and financial controls or encounter unexpected difficulties during expansion and reorganization, our business could be harmed.

For example, we have invested, and will continue to invest, significant capital and human resources in the design and enhancement of our financial and enterprise resource planning systems, which may be disruptive to our underlying business. We depend on these systems in order to timely and accurately process and report key components of our results of operations, financial position and cash flows. If the systems fail to operate appropriately or we experience any disruptions or delays in enhancing their functionality to meet current business requirements, our ability to fulfill customer orders, bill and track our customers, fulfill contractual obligations, accurately report our financials and otherwise run our business could be adversely affected. Even if we do not encounter these adverse effects, the enhancement of systems may be much more costly than we anticipated. If we are unable to continue to enhance our information technology systems as planned, our financial position, results of operations and cash flows could be negatively impacted.

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From time to time, we will undertake acquisitions to add new product lines and technologies, gain new sales channels or enter into new sales territories. Acquisitions involve numerous risks and challenges, including but not limited to the following:

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integrating the companies, assets, systems, products, sales channels and personnel that we acquire;

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higher than anticipated acquisition and integration costs and expenses;

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reliance on third parties to provide transition services for a period of time after closing to ensure an orderly transition of the business;

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growing or maintaining revenues to justify the purchase price and the increased expenses associated with acquisitions;

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entering into territories or markets with which we have limited or no prior experience;

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establishing or maintaining business relationships with customers, vendors and suppliers who may be new to us;

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overcoming the employee, customer, vendor and supplier turnover that may occur as a result of the acquisition;

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disruption of, and demands on, our ongoing business as a result of integration activities including diversion of management’s time and attention from running the day-to-day operations of our business;

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inability to implement uniform standards, disclosure controls and procedures, internal controls over financial reporting and other procedures and policies in a timely manner;

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inability to realize the anticipated benefits of or successfully integrate with our existing business the businesses, products, technologies or personnel that we acquire; and

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potential post-closing disputes.

As part of undertaking an acquisition, we may also significantly revise our capital structure or operational budget, such as issuing common stock that would dilute the ownership percentage of our stockholders, assuming liabilities or debt, utilizing a substantial portion of our cash resources to pay for the acquisition or significantly increasing operating expenses. Our acquisitions have resulted and may in the future result in charges being taken in an individual quarter as well as future periods, which results in variability in our quarterly earnings. In addition, our effective tax rate in any particular quarter may also be impacted by acquisitions. Following the closing of an acquisition, we may also have disputes with the seller regarding contractual requirements and covenants. Any such disputes may be time consuming and distract management from other aspects of our business. In addition, if we increase the pace or size of acquisitions, we will have to expend significant management time and effort into the transactions and the integrations and we may not have the proper human resources bandwidth to ensure successful integrations and accordingly, our business could be harmed.

As part of the terms of acquisition, we may commit to pay additional contingent consideration if certain revenue or other performance milestones are met. We are required to evaluate the fair value of such commitments at each reporting date and adjust the amount recorded if there are changes to the fair value. Additionally, future or past business transactions (such as acquisitions or integrations) could also expose us to additional cybersecurity risks and vulnerabilities, as our systems or products could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies.

We cannot ensure that we will be successful in selecting, executing and integrating acquisitions. Failure to manage and successfully integrate acquisitions could materially harm our business and operating results. In addition, if stock market analysts or our stockholders do not support or believe in the value of the acquisitions that we choose to undertake, our stock price may decline.

We invest in companies primarily for strategic reasons but may not realize a return on our investments.

We have made, and continue to seek to make, investments in companies around the world to further our strategic objectives and support our key business initiatives. These investments may include equity or debt instruments of public or private companies, and may be non-marketable at the time of our initial investment. We do not restrict the types of companies in which we seek to invest. These companies may range from early-stage companies that are often still defining their strategic direction to more mature companies with established revenue streams and business models. If any company in which we invest fails, we could lose all or part of our investment in that company. If we determine that an other-than-temporary decline in the fair value exists for an equity or debt investment in a public or private company in which we have invested, we will have to write down the investment to its fair value and recognize the related write-down as an investment loss. The performance of any of these investments could result in significant impairment charges and gains (losses) on investments. We must also analyze accounting and legal issues when making these investments. If we do not structure these investments properly, we may be subject to certain adverse accounting issues, such as potential consolidation of financial results.

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to more mature companies with established revenue streams and business models. If any company in which we invest fails, we could lose all or part of our investment in that company. If we determine that an other-than-temporary decline in the fair value exists for an equity or debt investment in a public or private company in which we have invested, we will have to write down the investment to its fair value and recognize the related write-down as an investment loss. The performance of any of these investments could result in significant impairment charges and gains (losses) on investments. We must also analyze accounting and legal issues when making these investments. If we do not structure these investments properly, we may be subject to certain adverse accounting issues, such as potential consolidation of financial results.

Furthermore, if the strategic objectives of an investment have been achieved, or if the investment or business diverges from our strategic objectives, we may seek to dispose of the investment. Our non-marketable equity investments in private companies are not liquid, and we may not be able to dispose of these investments on favorable terms or at all. The occurrence of any of these events could harm our results. Gains or losses from equity securities could vary from expectations depending on gains or losses realized on the sale or exchange of securities and impairment charges related to debt instruments as well as equity and other investments.

Risks Related to Our Products, Technology, Intellectual Property and Data

We rely on third parties to obtain non-exclusive patented hardware and software license rights in technologies that are incorporated into and necessary for the operation and functionality of most of our products. In these cases, because the intellectual property we license is available from third parties, barriers to entry into certain markets may be lower for potential or existing competitors than if we owned exclusive rights to the technology that we license and use. Moreover, if a competitor or potential competitor enters into an exclusive arrangement with any of our key third-party technology providers, or if any of these providers unilaterally decide not to do business with us for any reason, our ability to develop and sell products containing that technology would be severely limited. If we are shipping products that contain third-party technology that we subsequently lose the right to license, then we will not be able to continue to offer or support those products. In addition, these licenses often require royalty payments or other consideration to the third-party licensor. Our success will depend, in part, on our continued ability to access these technologies, and we do not know whether these third-party technologies will continue to be licensed to us on commercially acceptable terms, if at all. If we are unable to license the necessary technology, we may be forced to acquire or develop alternative technology of lower quality or performance standards, which would limit and delay our ability to offer new or competitive products and increase our costs of production. As a result, our revenue, margins, market share, and operating results could be significantly harmed.

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lose the right to license, then we will not be able to continue to offer or support those products. In addition, these licenses often require royalty payments or other consideration to the third-party licensor. Our success will depend, in part, on our continued ability to access these technologies, and we do not know whether these third-party technologies will continue to be licensed to us on commercially acceptable terms, if at all. If we are unable to license the necessary technology, we may be forced to acquire or develop alternative technology of lower quality or performance standards, which would limit and delay our ability to offer new or competitive products and increase our costs of production. As a result, our revenue, margins, market share, and operating results could be significantly harmed.

We also utilize third-party software development companies to develop, customize, maintain and support software that is incorporated into our products. For example, we license software from Bitdefender for our NETGEAR Armor cybersecurity services offering and we license software from Circle Media Labs, Inc., a wholly owned subsidiary of Aura, for our parental controls service offering. If these companies fail to timely deliver or continuously maintain and support the software, as we require of them, we may experience delays in releasing new products or difficulties with supporting existing products and customers. In addition, if these third-party licensors fail or experience instability, then we may be unable to continue to sell products that incorporate the licensed technologies in addition to being unable to continue to maintain and support these products. We do require escrow arrangements with respect to certain third-party software which entitle us to certain limited rights to the source code, in the event of certain failures by the third party, in order to maintain and support such software. However, there is no guarantee that we would be able to fully understand and use the source code, as we may not have the expertise to do so. We are increasingly exposed to these risks as we continue to develop and market more products and services containing third-party software, such as our subscription service offerings related to network security and smart parental controls. If we are unable to license the necessary technology, we may be forced to acquire or develop alternative technology, which could be of lower quality or performance standards. The acquisition or development of alternative technology may limit and delay our ability to offer new or competitive products and services and increase our costs of production. As a result, our business, operating results and financial condition could be materially adversely affected.

Product security vulnerabilities, system security risks, data protection breaches, cyber-attacks, improper use of artificial intelligence (“AI”) tools, and other threats and risks, could disrupt or otherwise compromise our products, services, internal operations or information technology systems, or those of third parties with whom we work. Actual or perceived non-compliance with our privacy and security obligations could lead to regulatory investigations or actions, litigation, fines and ~~penalties, business operation disruption, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse business consequences.~~

We and the third parties with whom we work process personal data and other sensitive information, and we disclose certain such sensitive information to relevant third parties as reasonably necessary to operate our business while maintaining measures designed to protect such information. Among other products and services, we offer comprehensive online cloud management services paired with a number of our products. Our products and services could be compromised due to a variety of evolving threats and security vulnerabilities. We have in the past experienced, and expect to continue to be the target of, cyber attacks (including by highly sophisticated nation-state actors) or other sources of compromise, and given the increasingly sophisticated and evolving threat landscape, we could experience a cyber incident that would materially affect our business operations. We devote considerable time and resources to uncovering and remedying these threats and vulnerabilities, using both internal and external resources, but the threats to network and data security are increasingly diverse and sophisticated and we continue to implement additional protections and increase our monitoring and threat intelligence. Despite our efforts and processes to prevent breaches, our systems and products are vulnerable to cybersecurity risks, including cyber-attacks such as viruses and worms, vulnerabilities such as command injection, cross site scripting, credential stuffing attacks, authentication and session management, and stack-based buffer overflow, social-engineering attacks (including through deep fakes, which may be increasingly difficult to identify as fake and phishing attacks), supply-chain attacks, malware (including as a result of advanced persistent threat intrusions), and other sophisticated attacks or exploits. These threats can come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through error or malfeasance), sophisticated nation states, and nation-state-supported actors. Additionally, our systems and products may be disrupted for reasons other than a cyberattack, such as software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, and floods. It is also possible that an attacker could compromise our internal code repository or those of our partners and insert a ‘backdoor’ that would give them easy access to any of our devices using this code. Severe ransomware attacks are also becoming increasingly prevalent and can lead to significant interruptions in our operations, ability to provide our products or services, loss of sensitive data and income, reputational harm, and diversion of funds. Further, most of our major offices worldwide operate under a hybrid work model, allowing personnel the flexibility to work from home and at the workplace. Work from home arrangements present additional cybersecurity risks, including potential increases in malware and phishing 57

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~~attacks~~penalties, ~~greater~~business ~~challenges~~operation todisruption, ~~secure~~reputational ~~home office data~~harm, ~~and~~loss ~~potential~~of ~~service~~revenue ~~degradation~~ or ~~disruption~~profits, toloss ~~key~~of ~~internal~~customers ~~business~~or ~~applications~~sales, and ~~third-party~~other ~~services.~~adverse ~~Although we have taken measures to address these risks, they present challenges that could impact~~ business ~~operations and could cause recovery times to increase~~consequences.

We have not in the past and may not in the future be able to discover and protect against these threats and vulnerabilities, and our inability to remedy compromises of our products, services or data in a timely manner, or at all, may impact our brand and reputation and otherwise harm our business. For example, with respect to our making available patches or information for vulnerabilities in our products or services, our customers may be unwilling or unable to deploy such patches and use such information effectively and in a timely manner. In the past, we have experienced attempted exploitation of such vulnerabilities and anticipate continuing to experience similar attempts in the future. Such attacks against and other compromises of us, our customers or third parties with whom we work could lead to material interruptions, delays or loss of data, unauthorized access to data, and loss of consumer confidence. Successful attacks or actual compromises could materially adversely affect our business, be expensive to remedy, damage our reputation, result in negative publicity, adversely affect our brand, decrease demand for our products and services, and otherwise materially adversely affect our operating results and financial condition. Applicable data privacy and security obligations may require us, or we may voluntarily choose to, notify relevant stakeholders, including affected individuals, customers, regulators, investors and others of security breaches. Such disclosures and related actions can be costly and the disclosure or the failure to comply with such applicable requirements could lead to adverse consequences. Further, under certain circumstances, we may need to prioritize fixing vulnerabilities or responding to security breaches over new product development, which may impact our revenues and adversely affect our business.

With respect to certain of our products and services, we employ a shared responsibility model where our customers are responsible for using, configuring and otherwise implementing security measures related to our products and services in a manner that addresses their information security risks. As part of this shared responsibility security model, we make certain security features available to our customers that can be implemented at our customers’ discretion or identify security areas or measures for which our customers are responsible. For example, customers may choose not to enable two-factor authentication for their NETGEAR account (which would likely increase the risk of compromise) or they could choose to disable automatic updates (which would likely delay or prevent entirely, important security updates). In certain cases, where our customers choose not to implement or incorrectly implement those features or measures, misuse our products or services, or otherwise experience their own vulnerabilities or other compromises, even if we are not the cause of a resulting customer security issue or incident, our customer relationships, reputation and revenue could be adversely impacted. If our products or services are compromised, a significant number or, in some instances, all of our customers and their data could be simultaneously affected. The potential liability and associated consequences we could suffer as a result of such a large-scale event could result in irreparable harm.

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our customer relationships, reputation and revenue could be adversely impacted. If our products or services are compromised, a significant number or, in some instances, all of our customers and their data could be simultaneously affected. The potential liability and associated consequences we could suffer as a result of such a large-scale event could result in irreparable harm.

We rely on third-party providers for a number of critical aspects of our cloud services, e-commerce site, software development, manufacturing and customer support, including web hosting services, billing and payment processing, and consequently we do not maintain direct control over the security or stability of the associated systems. Our reliance on third parties exposes us to cybersecurity risks and vulnerabilities if such third parties or their partners are targeted by cyber attack or other sources of compromise.

Maintaining the security of our information systems, communication systems and data is a critical issue for us and our customers. Malicious actors may develop and deploy malware that is designed to manipulate our products and systems, including our internal network, or those of our vendors or customers. Additionally, outside parties may attempt to fraudulently induce our personnel to disclose sensitive information in order to gain access to our information systems, our data or our customers’ data. We have established a crisis management plan, business continuity program, information security incident response plan and Generative AI policy. While we test and update these plans, policies and programs, there can be no assurance that the plans, policies and programs can withstand an actual or serious disruption in our business, including a data protection breach or cyber-attack. While we have established infrastructure and geographic redundancy for our critical systems, our ability to utilize these redundant systems requires further testing and we cannot be assured that such systems are fully functional. For example, much of our order fulfillment process is automated and the order information is stored on our servers. A significant business interruption could result in losses or damages and harm our business. If our information systems become unavailable, our ability to recognize revenue may be delayed until we are able to utilize back-up systems and continue to process and ship our orders, which could cause our stock price to decline significantly.

We devote considerable internal and external resources to network security, data encryption and other security measures to protect our information systems and customer data, but our efforts cannot provide an absolute guarantee of security. In addition, U.S. and foreign regulators have increased their focus on cybersecurity (including imposing specific security measures related to the products and services we sell) and data protection and many states, countries and jurisdictions have laws and regulations that may impose significant penalties and fines for failure to comply with these requirements. Compliance with laws, regulations, industry standards, contracts, policies and other obligations concerning artificial intelligence, privacy, cybersecurity, data governance and data protection is a rigorous and time-intensive process, that continuously evolves and develops, and we may be required to put in place additional mechanisms ensuring compliance with such obligations and incur substantial expenditures. Many of these laws are new, in the nascent stages of applicability, untested in terms of scope by applicable courts, regulators and/or administrative bodies, and technically complex. As such, their interpretation remains inherently uncertain. If we fail to properly interpret or otherwise comply with any such obligations, we may face significant fines and penalties that could adversely affect our business, financial condition and results of operations. Furthermore, obligations (including laws and regulations) are not consistent and compliance remains costly.

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that may impose significant penalties and fines for failure to comply with these requirements. Compliance with laws, regulations, industry standards, contracts, policies and other obligations concerning artificial intelligence, privacy, cybersecurity, data governance and data protection is a rigorous and time-intensive process, that continuously evolves and develops, and we may be required to put in place additional mechanisms ensuring compliance with such obligations and incur substantial expenditures. Many of these laws are new, in the nascent stages of applicability, untested in terms of scope by applicable courts, regulators and/or administrative bodies, and technically complex. As such, their interpretation remains inherently uncertain. If we fail to properly interpret or otherwise comply with any such obligations, we may face significant fines and penalties that could adversely affect our business, financial condition and results of operations. Furthermore, obligations (including laws and regulations) are not consistent and compliance remains costly.

Actual and potential breaches of our security measures as well as the loss, disclosure or dissemination of proprietary information or sensitive or confidential data about us, our personnel or our customers, including the potential loss or disclosure of such information or data as a result of improper use of AI tools, personnel error or other personnel actions, hacking, fraud, social engineering or other forms of deception, could expose us, our customers or the individuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, subject us to significant governmental fines and penalties (as well as other enforcement and remediation actions), damage our brand and reputation, or otherwise harm our business. Security incidents and attendant material consequences may prevent or cause customers to stop using our products and services, deter new customers from using our products and services, and otherwise negatively impact our ability to grow and operate our business. In particular, because our product and service offerings involve protecting the information or systems of our customers, a security incident could heighten the impact of these material adverse consequences because of the nature of our business and our customers’ expectations. It may be difficult and/or costly to detect, investigate, mitigate, contain and remediate security breaches and our efforts to do so may not be successful. Actions taken by us or third parties with whom we work to detect, investigate, mitigate, contain and remediate a security breach could result in outages, data losses, disruptions to our business and otherwise harm our business. Unauthorized parties may also gain access to other networks, systems and products after a compromise of our networks, systems, and products. For example, threat actors (including those sponsored by nation states) have, in the past, attacked or otherwise sought to compromise our products and other hardware nearing end of life and/or running on outdated firmware without the latest security updates.

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Limitations of liability in our contracts and our insurance coverage may be inadequate to address losses or other expenditures arising out of or related to non-compliance with our obligations or security incidents. A large claim against our insurance coverage may exceed our coverage and otherwise impact our ability to obtain coverage in the future. Our management has spent increasing amounts of time, effort and expense in this area, and in the event of the discovery of significant product or system security vulnerability, or improper use of AI tools or other cybersecurity incidents, we could incur additional substantial expenses and our business and reputation could be harmed. If we or our third-party providers are unable to successfully prevent breaches of security relating to our products, services, systems or customer private information, including customer personal data, or if these third-party systems failed for other reasons, it could result in litigation and potential liability for us, damage our brand and reputation, or otherwise harm our business.

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws and other similar laws (such as wiretapping laws). Certain US states have enacted comprehensive consumer privacy laws that impose significant and costly obligations on covered businesses. Outside the United States, an increasing number of laws, regulations and industry standards govern data privacy and security. For example, the European Union’s General Data Protection Regulation (“EU GDPR”) and the United Kingdom’s GDPR (“UK GDPR”) (collectively, “GDPR”), Australia’s Privacy Act, and Canada's Personal Information Protection and Electronic Documents Act (“PIPEDA”) (as well as various related provincial laws) impose strict requirements for processing personal data. For example, under the GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros under the EU GDPR, 17.5 million pounds sterling under the UK GDPR or, in each case, 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. In Europe, the Network and Information Security Directive (“NIS2”) regulates resilience and incident response capabilities of entities operating in a number of sectors. Non-compliance with NIS2 may lead up to administrative fines of a maximum of 10 million Euros or up to 2% of the total worldwide revenue of the preceding fiscal year.

In the ordinary course of business, we transfer personal data from Europe and other jurisdictions to the United States and other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. These data localization and cross-border data transfer laws could lead to adverse consequences such as interruption of our operations, increased exposure to regulatory actions, and difficulty transferring data to partners, vendors and other third parties with whom we work.

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such as interruption of our operations, increased exposure to regulatory actions, and difficulty transferring data to partners, vendors and other third parties with whom we work.

Preparing for and complying with our data privacy and security obligations requires us to devote significant resources which has in the past and may in the future necessitate changes to our products and services, information systems and practices. At times, we have in the past and may in the future fail in our efforts to comply with our data privacy and security obligations. If we or the third parties with whom we work fail (or are perceived to have failed) to comply with applicable data privacy or security obligations, we could face significant consequences including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class action claims and mass arbitration demands); additional reporting requirements and/or oversight; bans or restrictions on processing personal data; or orders to destroy or not use personal data. For example, from time to time we have received and may in the future receive inquiries from government officials regarding data protection efforts, our security measures, cyber threats, and the cyber risk environment. Any of these events could have a material adverse effect on our reputation, business or financial condition, including but not limited to: loss of customers; interruptions or stoppages in our business operations; inability to process personal data or operate in certain jurisdictions; limited ability to develop or commercialize our products and services; expenditure of time and resources to defend against claims or inquiries; adverse publicity; or changes to our business model or operations.

We have embarked on an AI transformation effort to take full advantage of automation, artificial intelligence, machine learning and other technologies to drive efficiencies and improve productivity within our Company and to develop and improve our products, services and customer experiences. As we increase our investment in technology, software and systems to support this transformation effort, such investments may not increase productivity, result in more efficient operations or deliver better products, services and customer experiences. In addition, the evolution of these technologies may create unforeseen competitive pressures or cause disruption or delays to our operations, which may harm our business. Our competitors may incorporate AI technologies into their products and services more quickly or more successfully than us and could impair our ability to compete effectively and adversely affect our results of operations. Further, the rapid evolution of AI may require the dedication of significant resources to develop, test and maintain AI technologies. If our incorporation of AI technologies does not increase our operational efficiency in accordance with our expectations, or if competition increases for the technology and services provided by third parties, our business, results of operations and financial condition may be harmed. While we have established an AI transformation leadership team to coordinate and oversee our approach to AI adoption, the legal and regulatory landscape surrounding generative AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, discrimination, cybersecurity, privacy and data protection. Compliance with existing, new, and changing laws, regulations, and industry standards relating to AI may limit some uses of AI, impose significant operational costs, and limit our ability to develop, deploy, or use AI technologies. Further, the continued integration of any AI technologies into our products and services may result in new or enhanced governmental or regulatory scrutiny. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

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