NetScout (NASDAQ: NTCT) appoints KPMG as new independent auditor

Rhea-AI Filing Summary

NetScout Systems, Inc. disclosed that its audit committee has dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm and appointed KPMG LLP for the fiscal year ending March 31, 2027. PwC’s reports on the company’s financial statements for the fiscal years ended March 31, 2026 and 2025 contained no adverse opinions, disclaimers, or qualifications. The company states there were no disagreements with PwC and no reportable events during these periods. NetScout also notes it did not consult KPMG on accounting principles, potential audit opinions, or matters involving disagreements or reportable events before this appointment.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New audit year: Fiscal year ending March 31, 2027 Prior audit years: Fiscal years ended March 31, 2026 and 2025 Decision date: May 28, 2026 +1 more

4 metrics

New audit year Fiscal year ending March 31, 2027 KPMG appointed as independent registered public accounting firm

Prior audit years Fiscal years ended March 31, 2026 and 2025 PwC issued unqualified audit reports

Decision date May 28, 2026 Audit committee dismissed PwC and appointed KPMG

PwC SEC letter date June 3, 2026 PwC letter filed as Exhibit 16.1

Key Terms

independent registered public accounting firm, reportable events, disagreements, Regulation S-K Item 304(a)(1)(iv) and (v), +1 more

5 terms

independent registered public accounting firm financial

"appointed KPMG LLP (“KPMG”) to serve as the Company’s new independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

reportable events regulatory

"there were no ... reportable events (as described in Item 304(a)(1)(v) of Regulation S-K)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

disagreements regulatory

"there were no ... disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K)"

Regulation S-K Item 304(a)(1)(iv) and (v) regulatory

"as such terms are defined in Regulation S-K Item 304(a)(1)(iv) and (v), respectively"

audit committee financial

"the audit committee (the “Audit Committee”) of the board of directors"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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Understanding 8-K Material Events →

NETSCOUT SYSTEMS INC false 0001078075 0001078075 2026-05-28 2026-05-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2026

NETSCOUT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-26251		04-2837575
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

310 Littleton Road

Westford, MA 01886

(Address of principal executive offices and zip code)

(978) 614-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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		NTCT		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

On May 28, 2026, the audit committee (the “Audit Committee”) of the board of directors (the “Board”) of NetScout Systems, Inc. (the “Company”), (i) dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm, and (ii) appointed KPMG LLP (“KPMG”) to serve as the Company’s new independent registered public accounting firm for the fiscal year ending March 31, 2027.

The report of PwC on the consolidated financial statements of the Company for the fiscal years ended March 31, 2026 and 2025 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the Company’s audits for the fiscal years ended March 31, 2026 and 2025 and during the subsequent interim period through May 28, 2026, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that would have caused PwC to report the disagreement if it had not been resolved to the satisfaction of PwC or (ii) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).

The Company provided PwC with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission (the “Commission”) and requested that PwC provide a letter addressed to the Commission stating whether it agrees with the foregoing statements. A copy of this letter from PwC, dated June 3, 2026, is filed as Exhibit 16.1 to this report.

During the fiscal years ended March 31, 2026 and 2025 and the subsequent interim period through May 28, 2026, neither the Company nor anyone on its behalf consulted with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” as such terms are defined in Regulation S-K Item 304(a)(1)(iv) and (v), respectively.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
16.1		Letter from PricewaterhouseCoopers LLP to the U.S. Securities and Exchange Commission, dated June 3, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NETSCOUT SYSTEMS, INC.
By:		/s/ Anthony Piazza
		Anthony Piazza
		Executive Vice President and Chief Financial Officer

Date: June 3, 2026

FAQ

What auditor change did NetScout Systems (NTCT) announce in this 8-K?

NetScout’s audit committee dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm and appointed KPMG LLP for the fiscal year ending March 31, 2027, marking a transition between two major global audit firms.

Did NetScout Systems (NTCT) report any disagreements with PwC?

NetScout reports no disagreements with PwC on accounting principles, financial statement disclosure, or auditing scope or procedures for fiscal years ended March 31, 2026 and 2025, or the interim period through May 28, 2026, and no reportable events under Regulation S-K Item 304.

How were PwC’s audit opinions on NetScout’s recent financial statements characterized?

PwC’s reports on NetScout’s consolidated financial statements for the fiscal years ended March 31, 2026 and 2025 contained no adverse opinion, no disclaimer of opinion, and were not qualified or modified regarding uncertainty, audit scope, or accounting principles, indicating clean audit opinions.

Did NetScout Systems (NTCT) consult KPMG before appointing it as auditor?

NetScout states that during the fiscal years ended March 31, 2026 and 2025 and through May 28, 2026, it did not consult KPMG on accounting principles, potential audit opinions, or any issues involving disagreements or reportable events before deciding to appoint KPMG as auditor.

What document from PwC is included with this NetScout 8-K filing?

The filing includes as Exhibit 16.1 a letter from PricewaterhouseCoopers LLP to the U.S. Securities and Exchange Commission, dated June 3, 2026, responding to NetScout’s disclosures about the auditor change and indicating whether PwC agrees with the company’s statements.

For which fiscal year will KPMG serve as NetScout’s independent auditor?

KPMG LLP has been appointed to serve as NetScout’s independent registered public accounting firm for the fiscal year ending March 31, 2027, succeeding PricewaterhouseCoopers LLP following the audit committee’s decision on May 28, 2026.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EX-16.1 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB