NetScout director gets 7,000 RSUs, 7,000 shares vest

NETSCOUT director Robert E. Donahue received 7,000 new RSUs and 7,000 vested shares, bringing his direct Common Stock holdings to 73,977 shares.

Rhea-AI Filing Summary

NETSCOUT SYSTEMS INC (NTCT) director Robert E. Donahue reported equity compensation activity. On September 9, 2026 he received a grant of 7,000 Restricted Stock Units, each representing one share of Common Stock. On September 10, 2026, 7,000 RSUs vested into 7,000 Common shares, increasing his direct Common Stock holdings to 73,977 shares. The new RSUs vest after one year if a 75% Board and committee meeting attendance condition is met for the 2027 fiscal year, or instead on September 9, 2029, in each case subject to his continuous service. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

7,000 shares exercised/converted

Exercise 3 txns

Insider DONAHUE ROBERT E

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F2, F5, F4	7,000	--	--
Exercise	Common Stock F1, F2	7,000	--	--
Grant/Award	Restricted Stock Unit F2, F3, F4	7,000	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 7,000 contracts (Direct); Common Stock — 73,977 shares (Direct)

Footnotes (5)

1. F1. The shares of Common Stock were acquired upon the vesting of certain restricted stock units previously granted to the reporting person.
2. F2. Price is N/A.
3. F3. All of the Restricted Stock Units vest on the first anniversary of the date of grant, provided that the reporting person attends at least 75% of the meetings, collectively, of the Board and any committee of the Board of which the reporting person is a member which are held during the corporation's 2027 fiscal year; provided that, in the event that the attendance requirements are not met, the Restricted Stock Units will not become vested until 09/09/2029; subject, in each case, to the reporting person's continuous service with the corporation through the applicable vesting date.
4. F4. Date is N/A.
5. F5. 09/10/2026

Key Figures

Restricted Stock Units granted: 7,000 units Common shares acquired via RSU vesting: 7,000 shares Shares owned after transaction: 73,977 shares +1 more

4 metrics

Restricted Stock Units granted 7,000 units RSU grant to director on September 9, 2026

Common shares acquired via RSU vesting 7,000 shares RSUs vested into Common Stock on September 10, 2026

Shares owned after transaction 73,977 shares Direct Common Stock holdings after September 10, 2026 transaction

RSU grant price per unit $0.00 per unit Price field for 7,000 RSUs granted on September 9, 2026

Key Terms

Restricted Stock Unit, vesting, continuous service, fiscal year

4 terms

Restricted Stock Unit financial

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

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.

vesting financial

"All of the Restricted Stock Units vest on the first anniversary of the date of grant"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

continuous service financial

"subject, in each case, to the reporting person's continuous service with the corporation"

fiscal year financial

"which are held during the corporation's 2027 fiscal year"

A fiscal year is a 12-month period that companies and governments use for financial planning and reporting, which might not match the calendar year (January to December). It’s like a school year that starts in one month and ends in another—helping organizations track their income, expenses, and budgets over a specific period.

FAQ

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

What equity awards did NTCT director Robert E. Donahue receive in this Form 4?

He received a grant of 7,000 Restricted Stock Units on September 9, 2026, each representing one share of NETSCOUT Common Stock. These RSUs were granted at a price of $0.00 per unit as compensation.

How many NETSCOUT (NTCT) shares did Robert E. Donahue acquire through vesting?

On September 10, 2026, 7,000 Restricted Stock Units vested into 7,000 shares of NETSCOUT Common Stock. The price was noted as N/A in the filing, reflecting a conversion of previously granted RSUs rather than an open-market transaction.

What are Robert E. Donahue’s total NTCT share holdings after these transactions?

Following the September 10, 2026 vesting, Robert E. Donahue directly holds 73,977 shares of NETSCOUT Common Stock, as disclosed in the Form 4 non-derivative transaction table.

What are the vesting conditions for the new 7,000 NTCT Restricted Stock Units?

All 7,000 RSUs vest on the first anniversary of the grant date if Donahue attends at least 75% of Board and committee meetings during NETSCOUT’s 2027 fiscal year; otherwise, they vest on September 9, 2029, in each case subject to continuous service.

Was a Rule 10b5-1 trading plan involved in Robert E. Donahue’s NTCT transactions?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that any transaction was made pursuant to a Rule 10b5-1 trading plan.

Did Robert E. Donahue sell any NETSCOUT (NTCT) shares in this Form 4 filing?

No sales are reported. The filing shows a grant of 7,000 RSUs and the vesting and conversion of 7,000 previously granted RSUs into Common Stock, with no open-market sale transactions disclosed.

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

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Available on EDGAR 09/11/2026 - 04:32 PM Accepted by SEC EDGAR 09/11/2026 - 04:32 PM Learn about SEC filing dates

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^*

DONAHUE ROBERT E

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2026		M(1)		7,000	A	(2)	73,977	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)	09/09/2026		A		7,000		(3)	(4)	Common Stock	7,000	$0	14,000	D
Restricted Stock Unit	(2)	09/10/2026		M			7,000	(5)	(4)	Common Stock	7,000	(2)	7,000	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. All of the Restricted Stock Units vest on the first anniversary of the date of grant, provided that the reporting person attends at least 75% of the meetings, collectively, of the Board and any committee of the Board of which the reporting person is a member which are held during the corporation's 2027 fiscal year; provided that, in the event that the attendance requirements are not met, the Restricted Stock Units will not become vested until 09/09/2029; subject, in each case, to the reporting person's continuous service with the corporation through the applicable vesting date.

4. Date is N/A.

5. 09/10/2026

	/s/ Jeff Levinson by Power of Attorney	09/11/2026
	** 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)