NETSCOUT EVP Downing acquires 6,750 shares on vesting

Vesting also led to 3,218 common shares being withheld for tax obligations, at the reported $39.67 closing price from October 23, 2026.

Rhea-AI Filing Summary

NETSCOUT SYSTEMS INC (NTCT) EVP, Worldwide Sales Ops John Downing had 6,750 restricted stock units vest on October 26, 2026, resulting in the acquisition of 6,750 common shares. Upon vesting, 3,218 common shares were withheld to satisfy his tax withholding obligation; the reported $39.67 per-share price represents the company's closing price on October 23, 2026. His restricted stock unit position following the transaction was 54,000 units.

Insider Trade Summary

6,750 shares exercised/converted

Exercise 3 txns

Insider DOWNING JOHN

Role EVP, Worldwide Sales Ops

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F2, F5, F6	6,750	--	--
Exercise	Common Stock F1, F2	6,750	--	--
Tax Withholding	Common Stock F3, F4	3,218	$39.67	$128K

Holdings After Transaction: Restricted Stock Unit — 54,000 contracts (Direct); Common Stock — 131,341 shares (Direct)

Footnotes (6)

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. The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.
4. F4. Represents the closing price of the Company's Common Stock on October 23, 2026.
5. F5. October 26, 2026
6. F6. Date is N/A.

Key Figures

Restricted stock units vested: 6,750 units Common shares acquired: 6,750 shares Shares withheld for tax withholding: 3,218 shares +2 more

5 metrics

Restricted stock units vested 6,750 units October 26, 2026

Common shares acquired 6,750 shares Upon vesting on October 26, 2026

Shares withheld for tax withholding 3,218 shares Upon vesting on October 26, 2026

Closing price $39.67 per share NETSCOUT common stock closing price on October 23, 2026

Restricted stock units following transaction 54,000 units Following the October 26, 2026 transaction

Key Terms

restricted stock units, vesting, tax withholding obligation

3 terms

restricted stock units financial

"upon the vesting of certain restricted stock units previously granted"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

vesting financial

"upon the vesting of restricted stock units"

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.

tax withholding obligation financial

"withheld to satisfy the reporting person's tax withholding obligation"

FAQ

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

How many NTCT shares did John Downing acquire?

John Downing, NETSCOUT's EVP, Worldwide Sales Ops, acquired 6,750 common shares on October 26, 2026, when 6,750 previously granted restricted stock units vested. His restricted stock unit position following the transaction was 54,000 units.

How many NTCT shares were withheld for taxes, and at what price?

NETSCOUT withheld 3,218 common shares from John Downing on October 26, 2026, to satisfy his tax withholding obligation upon vesting of restricted stock units. The reported $39.67 per-share price represents the company's common stock closing price on October 23, 2026.

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

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Available on EDGAR 10/27/2026 - 05:02 PM EDT Accepted by SEC EDGAR 10/27/2026 - 05:02 PM EDT 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^*

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, Worldwide Sales Ops

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026

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	10/26/2026		M(1)		6,750	A	(2)	134,559	D
Common Stock	10/26/2026		F(3)		3,218	D	$39.67(4)	131,341	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)	10/26/2026		M			6,750	(5)	(6)	Common Stock	6,750	(2)	54,000	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. 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 October 23, 2026.

5. October 26, 2026

6. Date is N/A.

	/s/ Jeff Levinson by Power of Attorney	10/27/2026
	** 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)