NETGEAR Inc 2025年度报告

Form 10-K ܇ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended December 31, 2025orնTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period fromto Commission file number 000-50350 NETGEAR, Inc. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesնNo܇ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesնNo܇ 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 of1934 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 filingrequirements for the past 90 days. Yes܇Noն Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of 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܇Noն Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran 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. ܇Accelerated filerնSmaller reporting companyEmerging 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 anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.նIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor issued its audit report.܇If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.նIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).ն Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) YesնNo܇ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 27, 2025 (the last businessday of the Registrant’s second fiscal quarter) was approximately $807.6 million. Such aggregate market value was computed by reference to the closingprice of the common stock as reported on the Nasdaq Global Select Market on June 27, 2025. Shares of common stock held by each executive officer anddirector have been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusivedetermination for other purposes. The number of outstanding shares of the registrant’s common stock, $0.001 par value, was 28,113,151 shares as of February 6, 2026. Portions of the Proxy Statement for the Registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K. TABLE OF CONTENTS PART I Item 1.Business3Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments47Item 1C.Cybersecurity47Item 2.Properties48Item 3.Legal Proceedings49Item 4.Mine Safety Disclosures49PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities50Item 6.[Reserved]52Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7A.Quantitative and Qualitative Disclosures About Market Risk67Item 8.Financial Statements and Supplementary Data68Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure109Item 9A.Controls and Procedures109Item 9B.Other Information110Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections110PART IIIItem 10.Directors, Executive Officers and Corporate Governance111Item 11.Executive Compensation111Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters111Item 13.Certain Relationships and Related Transactions, and Director Independence111Item 14.Principal Accountant Fees and Services111PART IVItem 15.Exhibits and Financial Statement Schedules112Item 16.Form 10-K Summary115S