NETSCOUT (NTCT) Form 4 — Piazza Vests 2,500 RSUs, 737 Withheld for Taxes

Rhea-AI Filing Summary

Anthony J. Piazza, EVP & Chief Financial Officer of NETSCOUT SYSTEMS, INC. (NTCT), reported transactions on Form 4 dated 08/25/2025. The filing shows 2,500 restricted stock units vested on that date, resulting in the acquisition of 2,500 shares of Common Stock. Of those vested shares, 737 shares were withheld to satisfy tax withholding at a reported price of $23.505 per share (closing price referenced from 08/22/2025). After these transactions, Mr. Piazza beneficially owned 31,700 shares of NTCT.

The transactions were reported as direct ownership changes and reflect routine equity compensation settlement rather than open-market purchases or sales. All information here is taken directly from the submitted Form 4 and its explanatory footnotes.

Positive

• Acquisition of shares via RSU vesting increases the CFO's direct ownership, aligning management incentives with shareholders
• Clear disclosure of tax-withholding and price reference increases transparency of insider activity

Negative

• Shares withheld for taxes (737 shares) reduced the net increase in outstanding shares held by the reporting person

Insights

Financial Analyst

TL;DR: CFO received 2,500 vested RSUs, 737 shares withheld for taxes; ownership now 31,700 shares — routine compensation event.

This Form 4 documents a standard equity compensation settlement: 2,500 restricted stock units vested and converted into common shares, with 737 shares withheld to cover tax obligations at a price noted as $23.505. The transaction increases the reporting person's direct shareholdings to 31,700. This is a non-market, non-disposal event and therefore limited in immediate market impact. For investors, the filing confirms management continues to receive compensation in stock, aligning incentives without indicating changes to cash flow or capital structure.

Corporate Governance Expert

TL;DR: Transaction is a routine vesting and tax-withholding of executive RSUs; no governance red flags disclosed.

The filing shows the EVP & CFO settled vested RSUs through issuance of 2,500 shares and tax withholding of 737 shares. The form is filed individually and signed, and includes explanatory footnotes clarifying the nature of the transactions and the price reference. This disclosure meets Section 16 requirements and reflects ordinary course equity compensation administration. No indications of accelerated vesting triggers, related-party transfers, or atypical arrangements are present in the submitted content.

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

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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^*

Piazza Anthony John

(Last) (First) (Middle)

C/O NETSCOUT SYSTEMS, INC.

310 LITTLETON ROAD

(Street)

WESTFORD MA 01886

(City) (State) (Zip)

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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		M(1)		2,500	A(1)	(2)	22,308	D
Common Stock	08/25/2025		F(3)		737	D	$23.505(4)	21,571	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	08/25/2025		M			2,500	08/25/2025	(5)	Common Stock	2,500	$0	31,700	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. The 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 August 22, 2025.

5. Date is N/A.

	/s/ Anthony Piazza	08/27/2025
	** 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).
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FAQ

What did NTCT CFO Anthony Piazza report on Form 4 dated 08/25/2025?

He reported the vesting of 2,500 restricted stock units, resulting in acquisition of 2,500 shares, with 737 shares withheld for taxes.

How many NTCT shares does Anthony Piazza beneficially own after the reported transactions?

31,700 shares

What was the tax withholding and reference price in the transaction?

737 shares were withheld to satisfy tax withholding; the filing references a closing price of $23.505 on 08/22/2025.

Was this a market purchase or sale reported by the insider?

No. The filing documents vesting of RSUs and withholding for taxes, not an open-market purchase or sale.

Does the Form 4 indicate any indirect ownership or unusual arrangements?

No. The transactions are reported as direct ownership changes and the footnotes describe routine vesting and withholding; no unusual arrangements are disclosed.