NETSCOUT EVP receives new RSU and PSU awards

DOWNING JOHN reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

DOWNING JOHN reported acquisition or exercise transactions in this Form 4 filing.

NETSCOUT Systems EVP, World-Wide Sales John Downing received new equity awards in the form of performance stock units and restricted stock units. On May 28, 2026, he was granted 14,400 performance stock units and 21,600 restricted stock units at no purchase price. The restricted stock units vest in four equal annual installments starting on May 28, 2027. The performance stock units can vest from 0% to 100% based on the Compensation Committee’s determination of relative total shareholder return over a 36‑month period from May 28, 2026 to May 27, 2029.

Insider Trade Summary

Grant/Award: 36,000 shares

Grant/Award 2 txns

Insider DOWNING JOHN

Role EVP, World-Wide Sales

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	21,600	$0.00	$0.00
Grant/Award	Performance Stock Unit	14,400	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 71,550 contracts (Direct); Performance Stock Unit — 57,600 contracts (Direct)

Footnotes (4)

F1. Price is N/A.
F2. The restricted stock units vest in four equal annual installments with the first installment vesting on May 28, 2027.
F3. Date is N/A.
F4. The performance stock units shall vest in a range of 0% to 100% upon the determination of the Compensation Committee of the Board of the attainment of the required relative total shareholder return over the 36-month period commencing on May 28, 2026, and ending on May 27, 2029.

Key Figures

Performance stock units granted: 14,400 units Restricted stock units granted: 21,600 units Performance units after grant: 57,600 units +3 more

6 metrics

Performance stock units granted 14,400 units Grant on May 28, 2026 to EVP John Downing

Restricted stock units granted 21,600 units Grant on May 28, 2026 to EVP John Downing

Performance units after grant 57,600 units Total performance stock units following transaction

RSUs after grant 71,550 units Total restricted stock units following transaction

Performance period length 36 months From May 28, 2026 to May 27, 2029 for PSUs

PSU vesting range 0%–100% Based on relative total shareholder return

Key Terms

Performance Stock Unit, Restricted Stock Unit, relative total shareholder return, Compensation Committee

4 terms

Performance Stock Unit financial

"security_title: "Performance Stock Unit""

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit""

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

relative total shareholder return financial

"required relative total shareholder return over the 36-month period"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

Compensation Committee financial

"upon the determination of the Compensation Committee of the Board"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did NETSCOUT (NTCT) EVP John Downing receive?

John Downing received equity awards of 14,400 performance stock units and 21,600 restricted stock units. These are compensation grants with no purchase price, tied to time-based vesting and, for the performance units, future relative total shareholder return results.

How do John Downing’s new NETSCOUT restricted stock units vest?

The restricted stock units vest in four equal annual installments starting May 28, 2027. This means one-quarter of the 21,600 units will vest each year, so long as the service-based conditions in the award remain satisfied through each vesting date.

What performance conditions apply to John Downing’s NETSCOUT performance stock units?

The performance stock units can vest from 0% to 100% based on relative total shareholder return. The Compensation Committee evaluates performance over a 36‑month period from May 28, 2026 to May 27, 2029 before determining how many of the 14,400 granted units actually vest.

Did John Downing buy NETSCOUT shares on the open market in this Form 4?

No, the Form 4 reports compensation-related grants, not open‑market purchases. The transactions are coded as awards of performance stock units and restricted stock units at a price of zero, reflecting equity-based compensation rather than discretionary buying activity.

How many NETSCOUT performance stock units does John Downing hold after these grants?

After the 14,400 performance stock unit grant, John Downing holds 57,600 performance stock units. This figure reflects derivative holdings reported in the Form 4 and shows his updated performance-based equity position following the new award.

How many NETSCOUT restricted stock units does John Downing hold after the new award?

Following the 21,600 restricted stock unit grant, John Downing holds 71,550 restricted stock units. These units will convert into common stock over time as the four equal annual vesting installments occur, assuming all vesting conditions are met.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:36 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)
05/28/2026

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)

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	⁽¹⁾	05/28/2026		A		21,600		⁽²⁾	⁽³⁾	Common Stock	21,600	⁽¹⁾	71,550	D
Performance Stock Unit	⁽¹⁾	05/28/2026		A		14,400		⁽⁴⁾	⁽³⁾	Common Stock	14,400	⁽¹⁾	57,600	D

Explanation of Responses:

1. Price is N/A.

2. The restricted stock units vest in four equal annual installments with the first installment vesting on May 28, 2027.

3. Date is N/A.

4. The performance stock units shall vest in a range of 0% to 100% upon the determination of the Compensation Committee of the Board of the attainment of the required relative total shareholder return over the 36-month period commencing on May 28, 2026, and ending on May 27, 2029.

	/s/ Jeff Levinson by Power of Attorney	05/29/2026
	** 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