[Form 4] Netscout Systems Inc Insider Trading Activity

Rhea-AI Filing Summary

John Downing, EVP World-Wide Sales at NetScout Systems (NTCT), reported a sale of 3,000 shares of common stock on 08/08/2025 at a reported price of $21.40 per share. The filing states the shares were sold pursuant to a pre-established 10b5-1 trading plan adopted February 20, 2025. After the reported transaction, the reporting person beneficially owns 136,732 shares directly. This disclosure is a routine insider sale under an affirmative-defense trading plan and does not include any derivative transactions or additional compensatory actions.

Insights

Financial Analyst

TL;DR: A routine, pre-planned insider sale of 3,000 NTCT shares; no derivatives or unusual items disclosed.

The transaction reduces the reporting person’s direct holdings by 3,000 shares at $21.40 per share and was executed under a 10b5-1 plan, which typically indicates the sale was pre-scheduled and not the result of recent material non-public information. The remaining direct ownership of 136,732 shares preserves substantial insider alignment with shareholders. Given the size and method, this is unlikely to be material to NTCT’s equity valuation on its own.

Corporate Governance Expert

TL;DR: Governance controls observed via a documented 10b5-1 plan; disclosure complies with Section 16 reporting.

The filing explicitly notes the 10b5-1 plan adoption date, signaling adherence to a pre-authorized trading framework that provides an affirmative defense under Rule 10b5-1. No amendments, derivative positions, or coordinated group filings are shown. From a governance perspective, the clear disclosure and continued significant direct ownership are positives for transparency and alignment, and the sale itself appears procedural rather than opportunistic.

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
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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).

X

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 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, World-Wide Sales

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

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	08/08/2025		S(1)		3,000	D	$21.4	136,732	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

Explanation of Responses:

1. The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on February 20, 2025.

	/s/ Jeff Levinson, Attorney-in-Fact	08/12/2025
	** 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).
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