Was John Downing’s NetScout (NTCT) share sale pre-planned under Rule 10b5-1?

Yes. The filing states the 8,000-share sale was made pursuant to a Rule 10b5-1 trading plan adopted on November 11, 2025. Such plans schedule trades in advance, indicating the timing of these transactions was set before the actual trade dates.

NetScout (NTCT) sales chief sells 8,000 shares after RSU vesting

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

NetScout Systems EVP of World-Wide Sales John Downing reported a mix of equity compensation activity and a planned share sale. On June 6, 2026, he acquired 5,400 shares of Common Stock upon vesting of restricted stock units, with no exercise price. To cover his tax withholding obligation from this vesting, 1,585 shares were withheld at a reference price of $40.59 per share, representing the closing price on June 5, 2026. On June 8, 2026, he sold 8,000 shares of Common Stock in open-market transactions at a weighted average price of $40.29 per share, with actual prices ranging from $40.01 to $40.36, under a Rule 10b5-1 trading plan adopted on November 11, 2025. After these transactions, he directly held 129,121 shares of NetScout Systems Common Stock.

Insider Trade Summary 10b5-1

Net Seller: 8,000 shares ($322,320)

Net Sell 4 txns

Insider DOWNING JOHN

Role EVP, World-Wide Sales

Sold 8,000 shs ($322K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,000	$40.29	$322K
Exercise	Restricted Stock Unit	5,400	$0.00	--
Exercise	Common Stock	5,400	$0.00	--
Tax Withholding	Common Stock	1,585	$40.59	$64K

Holdings After Transaction: Common Stock — 129,121 shares (Direct, null); Restricted Stock Unit — 66,150 shares (Direct, null)

Footnotes (1)

The shares of Common Stock were acquired upon the vesting of certain restricted stock units previously granted to the reporting person. Price is N/A. The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units. Represents the closing price of the Company's Common Stock on June 5, 2026. The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on November 11, 2025. The shares sold on this date were sold in multiple transactions. This price is the weighted average sales price per share; the actual sales price per share ranged from $40.01 to $40.36. The reporting person undertakes to provide to NetScout Systems, Inc., any security holder of NetScout Systems, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. June 6, 2026 Date is N/A.

Key Figures

Open-market sale: 8,000 shares Weighted average sale price: $40.29 per share RSU shares vested: 5,400 shares +5 more

8 metrics

Open-market sale 8,000 shares Common Stock sold on June 8, 2026

Weighted average sale price $40.29 per share Open-market sale on June 8, 2026

RSU shares vested 5,400 shares Common Stock acquired from RSU vesting on June 6, 2026

Shares withheld for taxes 1,585 shares Tax withholding on RSU vesting at $40.59 reference price

Reference closing price $40.59 per share Closing price on June 5, 2026 for tax withholding

Post-transaction holdings 129,121 shares Common Stock directly held after June 8, 2026 sale

Sale price range $40.01–$40.36 per share Price range for multiple trades on June 8, 2026

10b5-1 plan adoption date November 11, 2025 Plan governing 8,000-share sale on June 8, 2026

Key Terms

restricted stock units, tax withholding obligation, Rule 10b5-1 plan, weighted average sales price, +1 more

5 terms

restricted stock units financial

"The shares of Common Stock were acquired upon the vesting of certain restricted stock units previously granted"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligation financial

"shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting"

Rule 10b5-1 plan regulatory

"The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

weighted average sales price financial

"This price is the weighted average sales price per share; the actual sales price per share ranged"

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

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Form 4 Insider Transactions: What Each Field Means →

06/09/2026 - 04:26 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DOWNING JOHN

(Last)

(First)

(Middle)

C/O NETSCOUT SYSTEMS, INC.

310 LITTLETON ROAD

(Street)

WESTFORD

MASSACHUSETTS

01886

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NETSCOUT SYSTEMS INC [ NTCT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, World-Wide Sales

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/06/2026		M⁽¹⁾		5,400	A	⁽²⁾	138,706	D
Common Stock	06/06/2026		F⁽³⁾		1,585	D	$40.59⁽⁴⁾	137,121	D
Common Stock	06/08/2026		S⁽⁵⁾		8,000	D	$40.29⁽⁶⁾	129,121	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	06/06/2026		M			5,400	⁽⁷⁾	⁽⁸⁾	Common Stock	5,400	⁽²⁾	66,150	D

Explanation of Responses:

1. The shares of Common Stock were acquired upon the vesting of certain restricted stock units previously granted to the reporting person.

2. Price is N/A.

3. The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.

4. Represents the closing price of the Company's Common Stock on June 5, 2026.

5. The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on November 11, 2025.

6. The shares sold on this date were sold in multiple transactions. This price is the weighted average sales price per share; the actual sales price per share ranged from $40.01 to $40.36. The reporting person undertakes to provide to NetScout Systems, Inc., any security holder of NetScout Systems, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. June 6, 2026

8. Date is N/A.

	/s/ Jeff Levinson by Power of Attorney	06/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NetScout (NTCT) EVP John Downing report?

John Downing reported RSU vesting, tax withholding, and a planned share sale. He received 5,400 shares from restricted stock units, had 1,585 shares withheld for taxes, and sold 8,000 shares in open-market trades under a pre-arranged Rule 10b5-1 trading plan.

How many NetScout (NTCT) shares did John Downing sell and at what price?

John Downing sold 8,000 NetScout Common Stock shares. The weighted average sales price was $40.29 per share, with individual trade prices ranging from $40.01 to $40.36, executed as multiple transactions in the open market under a Rule 10b5-1 plan.

What NetScout (NTCT) shares did John Downing receive from equity compensation?

He acquired 5,400 shares of NetScout Common Stock when restricted stock units vested. These shares were issued at a conversion price of $0.00, reflecting stock-based compensation rather than an open-market purchase, and formed part of his ongoing equity awards package.

Why were some NetScout (NTCT) shares withheld in John Downing’s Form 4?

1,585 NetScout shares were withheld to satisfy John Downing’s tax withholding obligation related to the vesting of restricted stock units. This tax-withholding disposition is not an open-market sale; it reflects shares surrendered to cover income tax liabilities due on the RSU vesting.

How many NetScout (NTCT) shares does John Downing hold after these transactions?

Following the reported RSU vesting, tax withholding, and share sale, John Downing directly holds 129,121 shares of NetScout Systems Common Stock. This post-transaction balance reflects his remaining equity stake as reported in the latest Form 4 filing.