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

SAN JOSE, Calif.--(BUSINESS WIRE)--NETGEAR, Inc. (Nasdaq: NTGR), a global leader in intelligent networking solutions designed to power extraordinary experiences, today announced that it granted inducement equity awards to new employees across several business units of the company.

NETGEAR’s inducement plan is used exclusively for the grant of equity awards to individuals who were not previously employees of NETGEAR, or following a bona-fide period of non-employment with NETGEAR, in each case as an inducement material to such individuals entering into employment with NETGEAR pursuant to Nasdaq Listing Rule 5635(c)(4).

The inducement awards granted to new employees joining NETGEAR unrelated to the Company’s recent acquisition of Exium, Inc. consist of awards of time-based restricted stock units (“RSU’s”) covering 60,141 shares of NETGEAR common stock. One-third (1/3rd) of the total number of shares subject to each RSU Award will vest on the one-year anniversary of the RSU Award’s vesting commencement date and one-twelfth (1/12th) of the total number of shares subject to each RSU Award will vest in equal quarterly installments thereafter, in each case subject to each award recipient providing continued service with NETGEAR through the applicable vesting dates.

The inducement awards granted to new employees joining NETGEAR in relation to the Company’s recent acquisition of Exium, Inc. consist of: (1) 33,333 RSU’s to Farooq Khan, the former CEO of Exium, Inc. and now NETGEAR’s Vice President of Software Security; (2) 31,110 RSU’s to other members of the Exium, Inc. team who have now joined NETGEAR as full time employees (“Exium Team”); (3) an award of performance-based RSU’s (“PSU’s”) with a target amount of 33,333 shares of NETGEAR’s common stock to Mr. Khan; and (4) an award of PSU’s with a total target amount of 15,557 to the Exium Team.

One-third (1/3rd) of the total number of shares subject to Mr. Khan’s RSU Award will vest on the one-year anniversary of the RSU Award’s vesting commencement date and one-twelfth (1/12th) of the total number of shares subject to Mr. Khan’s RSU Award will vest in equal quarterly installments thereafter, in each case subject to Mr. Khan providing continued service with NETGEAR through the applicable vesting dates. One-half (1/2) of the total number of shares subject to the Exium team’s RSU Awards will vest on the second anniversary of the closing of the Company’s acquisition of Exium, Inc., with the other half vesting on the third anniversary of the same, in each case subject to the award recipients providing continued service with NETGEAR through the applicable vesting dates.

The number of shares subject to Mr. Khan’s PSU Award that become eligible to vest will be determined based on the achievement of specified performance metrics as of the end of 2025, 2026 and 2027, with 195% potential vesting for the highest levels of achievement. Mr. Khan’s vesting eligible PSU’s, if any, will vest on March 31 of 2026, 2027 and 2028, respectively, subject to Mr. Khan’s continued service with NETGEAR through those dates. The number of shares subject to the Exium Team’s PSU Awards that become eligible to vest will be determined based on the achievement of specified performance metrics within sixty (60) days of the twelve month anniversary of the closing of the Company’s acquisition of Exium, Inc. The Exium Team’s vesting eligible PSU’s, if any, will vest on September 30, 2026, subject to the award recipients’ continued service to with NETGEAR through that date.

About NETGEAR, Inc.

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

©2025 NETGEAR, Inc. NETGEAR and the NETGEAR logo are trademarks and/or registered trademarks of NETGEAR, Inc. and/or its affiliates in the United States and/or other countries. Other brand and product names are for identification purposes only and may be trademarks or registered trademarks of their respective holder(s). The information contained herein is subject to change without notice. NETGEAR shall not be liable for technical or editorial errors or omissions contained herein. All rights reserved.

Source: NETGEAR-F