Executive PSU vesting at NETSCOUT (NASDAQ: NTCT) triggers tax share withholding

Rhea-AI Filing Summary

NETSCOUT SYSTEMS EVP, World-Wide Sales John Downing reported compensation-related stock activity involving performance stock units (PSUs). On June 19, 2026, 5,184 PSUs vested and were converted into the same number of shares of Common Stock. In connection with this vesting, 2,305 shares of Common Stock were withheld to cover his tax withholding obligation, using the closing price of $39.67 per share on June 18, 2026 as the reference value. Following these transactions, he holds 135,809 shares of Common Stock directly and 43,200 PSUs, after forfeiture of unachieved PSUs, including 14,400 “Prior PSUs” of which 36% vested based on relative total shareholder return over a 36‑month performance period.

Insights

Equity compensation analyst

Routine PSU vesting with tax withholding; no open-market trading.

Executive Vice President John Downing had 5,184 performance stock units vest into Common Stock, tied to a relative total shareholder return goal over a 36‑month period. This reflects equity compensation earning out rather than discretionary buying or selling.

To satisfy tax obligations from the vesting, 2,305 shares were withheld, valued using the $39.67 closing price on June 18, 2026. No open‑market purchases or sales occurred, and total share ownership after the transactions is 135,809 shares plus 43,200 remaining PSUs, indicating this is a routine, low‑signal event.

Insider Trade Summary

5,184 shares exercised/converted

Mixed 3 txns

Insider DOWNING JOHN

Role EVP, World-Wide Sales

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit	5,184	$0.00	--
Exercise	Common Stock	5,184	$0.00	--
Tax Withholding	Common Stock	2,305	$39.67	$91K

Holdings After Transaction: Performance Stock Unit — 43,200 shares (Direct, null); Common Stock — 138,114 shares (Direct, null)

Footnotes (1)

1. The shares of Common Stock were acquired upon the vesting of certain performance stock units previously granted to the reporting person. Price is N/A. The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of performance stock units. Represents the closing price of the Company's Common Stock on June 18, 2026. 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 June 15, 2023, and ending on June 14, 2026. Date is N/A. On June 15, 2023, the Reporting Person was granted 14,400 performance stock units (the "Prior PSUs"), which 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 June 15, 2023, and ending on June 14, 2026. On June 19, 2026, the Compensation Committee of the Board determined that 36% of the Prior PSUs shall vest. Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of unachieved PSUs.

Key Figures

Shares withheld for taxes: 2,305 shares Closing share price reference: $39.67 per share PSUs vested: 5,184 units +5 more

8 metrics

Shares withheld for taxes 2,305 shares Common Stock withheld to satisfy tax obligation on PSU vesting

Closing share price reference $39.67 per share Closing price of Common Stock on June 18, 2026

PSUs vested 5,184 units Performance stock units converted into Common Stock on June 19, 2026

Common shares after transactions 135,809 shares Direct ownership of Common Stock following tax withholding

PSUs remaining 43,200 units Performance stock units held after forfeiture of unachieved PSUs

Prior PSU grant 14,400 units PSUs granted June 15, 2023 subject to 36‑month performance period

Vesting percentage of Prior PSUs 36% Portion of 14,400 Prior PSUs determined to vest by Compensation Committee

Performance period length 36 months From June 15, 2023 to June 14, 2026 for relative TSR measurement

Key Terms

performance stock units, tax withholding obligation, relative total shareholder return, Compensation Committee of the Board, +1 more

5 terms

performance stock units financial

"The shares of Common Stock were acquired upon the vesting of certain performance stock units previously granted to the reporting person."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding obligation financial

"The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of performance stock units."

relative total shareholder return financial

"the required relative total shareholder return over the 36-month period commencing on June 15, 2023, and ending on June 14, 2026."

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 of the Board financial

"upon the determination of the Compensation Committee of the Board of the attainment of the required relative total shareholder return"

forfeiture of unachieved PSUs financial

"Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of unachieved PSUs."

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Form 4 Insider Transactions: What Each Field Means →

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, World-Wide Sales

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2026

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	06/19/2026		M(1)		5,184	A	(2)	138,114	D
Common Stock	06/19/2026		F(3)		2,305	D	$39.67(4)	135,809	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
Performance Stock Unit	(2)	06/19/2026		M			5,184	(5)	(6)	Common Stock	5,184	(2)	43,200(7)(8)	D

Explanation of Responses:

1. The shares of Common Stock were acquired upon the vesting of certain performance 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 performance stock units.

4. Represents the closing price of the Company's Common Stock on June 18, 2026.

5. 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 June 15, 2023, and ending on June 14, 2026.

6. Date is N/A.

7. On June 15, 2023, the Reporting Person was granted 14,400 performance stock units (the "Prior PSUs"), which 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 June 15, 2023, and ending on June 14, 2026. On June 19, 2026, the Compensation Committee of the Board determined that 36% of the Prior PSUs shall vest.

8. Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of unachieved PSUs.

	/s/ Jeff Levinson by Power of Attorney	06/23/2026
	** 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)

FAQ

What did NETSCOUT (NTCT) EVP John Downing report in this Form 4?

John Downing reported routine equity compensation activity. 5,184 performance stock units vested into Common Stock and 2,305 shares were withheld to cover taxes, leaving him with 135,809 Common shares and 43,200 remaining performance stock units after forfeitures.

Did John Downing buy or sell NETSCOUT (NTCT) shares on the open market?

No open-market trades occurred. The filing shows PSU vesting and a tax-withholding disposition, where 2,305 shares were withheld to pay taxes. This type of transaction is mechanical and does not reflect a discretionary decision to buy or sell in the market.

How many NETSCOUT shares and PSUs does John Downing hold after these transactions?

After the reported activity, John Downing directly holds 135,809 shares of NETSCOUT Common Stock and 43,200 performance stock units. The PSUs represent potential future share delivery, subject to performance conditions and the Compensation Committee’s vesting determinations.

What performance conditions affected John Downing’s NETSCOUT PSUs?

The PSUs are tied to relative total shareholder return over a 36‑month period from June 15, 2023 to June 14, 2026. The Compensation Committee determined that 36% of a 14,400 Prior PSU grant vested based on this performance measurement, with the remainder forfeited.

How was the tax withholding amount calculated for John Downing’s NETSCOUT shares?

The company withheld 2,305 shares of Common Stock to satisfy John Downing’s tax obligation from PSU vesting. The reference value used was the closing price of $39.67 per share on June 18, 2026, as noted in the Form 4 footnotes.