NETSCOUT (NTCT) COO awarded RSUs and performance stock units tied to TSR

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Munshi Sanjay reported acquisition or exercise transactions in this Form 4 filing.

NETSCOUT SYSTEMS INC Chief Operating Officer Sanjay Munshi reported equity awards in the form of performance stock units and restricted stock units. He received 10,000 performance stock units and 15,000 restricted stock units as compensation-related grants, with no cash price stated.

The restricted stock units vest in four equal annual installments, starting on May 28, 2027. The performance stock units can vest in a range of 0% to 100% based on relative total shareholder return over the period from May 28, 2026, to May 27, 2029, as determined by the Compensation Committee. After these grants, reported derivative holdings total 20,000 performance stock units and 42,690 restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Munshi Sanjay

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	15,000	$0.00	--
Grant/Award	Performance Stock Unit	10,000	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 42,690 shares (Direct, null); Performance Stock Unit — 20,000 shares (Direct, null)

Footnotes (1)

Price is N/A. The restricted stock units vest in four equal annual installments with the first installment vesting on May 28, 2027. Date is N/A. 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: 10,000 units Restricted stock units granted: 15,000 units RSU vesting start: May 28, 2027 +3 more

6 metrics

Performance stock units granted 10,000 units Grant of performance stock units on May 28, 2026

Restricted stock units granted 15,000 units Grant of restricted stock units on May 28, 2026

RSU vesting start May 28, 2027 First of four equal annual vesting installments

PSU performance period May 28, 2026–May 27, 2029 Relative total shareholder return measurement window

PSU holdings after grant 20,000 units Total performance stock units following transactions

RSU holdings after grant 42,690 units Total restricted stock units following transactions

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

"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.

Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 04:38 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^*

Munshi Sanjay

(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)
	Chief Operating Officer

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		15,000		⁽²⁾	⁽³⁾	Common Stock	15,000	⁽¹⁾	42,690	D
Performance Stock Unit	⁽¹⁾	05/28/2026		A		10,000		⁽⁴⁾	⁽³⁾	Common Stock	10,000	⁽¹⁾	20,000	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

FAQ

What equity awards did NETSCOUT (NTCT) COO Sanjay Munshi receive?

Sanjay Munshi received equity compensation in the form of 10,000 performance stock units and 15,000 restricted stock units. Both awards relate to NETSCOUT common stock and were reported as grants, not open‑market purchases, with no cash transaction price disclosed.

How do the new NETSCOUT (NTCT) restricted stock units vest for the COO?

The 15,000 restricted stock units vest in four equal annual installments. The first installment vests on May 28, 2027, with additional installments each following year, tying the award to multi‑year service at NETSCOUT for Chief Operating Officer Sanjay Munshi.

What performance conditions apply to NETSCOUT (NTCT) COO’s performance stock units?

The 10,000 performance stock units can vest between 0% and 100% based on relative total shareholder return. The performance period runs from May 28, 2026, through May 27, 2029, and vesting is determined by NETSCOUT’s Compensation Committee.

What are Sanjay Munshi’s derivative holdings after these NETSCOUT (NTCT) grants?

After the reported grants, derivative holdings include 20,000 performance stock units and 42,690 restricted stock units. These positions represent potential future NETSCOUT common shares, subject to time‑based vesting and, for performance units, achievement of specified shareholder return targets.

Were NETSCOUT (NTCT) COO’s transactions open‑market buys or compensation grants?

The reported transactions are compensation‑related grants, not open‑market trades. They are classified as acquisitions under transaction code A, representing awards of performance stock units and restricted stock units with no stated purchase price per share.