NTCT EVP gains 5,400 shares from RSU vesting

NETSCOUT SYSTEMS INC executive John Downing reported routine equity compensation activity involving restricted stock units and related tax withholding.

Rhea-AI Filing Summary

NETSCOUT SYSTEMS INC executive John Downing reported routine equity compensation activity involving restricted stock units and related tax withholding. On June 15, 2026, 5,400 shares of Common Stock were acquired upon the vesting of previously granted restricted stock units. Of these, 1,591 shares were withheld to cover his tax withholding obligation, using $41.42 per share, the closing Common Stock price on June 12, 2026, as the reference value. After these transactions, he directly holds 132,930 shares of Common Stock and 60,750 restricted stock units.

Insider Trade Summary

5,400 shares exercised/converted

Exercise 3 txns

Insider DOWNING JOHN

Role EVP, World-Wide Sales

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	5,400	$0.00	$0.00
Exercise	Common Stock	5,400	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,591	$41.42	$66K

Holdings After Transaction: Restricted Stock Unit — 60,750 contracts (Direct); Common Stock — 132,930 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 June 12, 2026.
5. F5. June 15, 2026
6. F6. Date is N/A.

Key Figures

RSU shares vested: 5,400 shares Shares withheld for taxes: 1,591 shares Reference share price: $41.42 per share +4 more

7 metrics

RSU shares vested 5,400 shares Restricted stock units converting to Common Stock on June 15, 2026

Shares withheld for taxes 1,591 shares Withheld to satisfy tax obligation on RSU vesting

Reference share price $41.42 per share Closing price of Common Stock on June 12, 2026 used for tax withholding

Common shares held after transactions 132,930 shares Direct ownership following June 15, 2026 transactions

RSUs held after transactions 60,750 units Restricted stock units remaining after 5,400 vested

Tax-withholding transaction code Code F Payment of tax liability by delivering securities

Derivative exercise transactions 2 acquire-coded entries Form 4 shows two M-code derivative exercise/conversion actions

Key Terms

Restricted Stock Unit, tax withholding obligation, derivative security

3 terms

Restricted Stock Unit financial

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

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.

tax withholding obligation financial

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

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

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

What insider transactions did NTCT EVP John Downing report on June 15, 2026?

John Downing reported vesting-related equity activity, not open-market trading. 5,400 shares of NETSCOUT Common Stock were acquired from vesting restricted stock units, and 1,591 of those shares were withheld to satisfy his tax obligations tied to that vesting.

Did John Downing of NTCT buy or sell shares on the open market?

The filing shows no open-market buys or sells. Reported transactions are an RSU vesting (code M) and a tax-withholding disposition (code F), where shares were withheld by the company to cover taxes, not sold through the market to outside investors.

How many NETSCOUT (NTCT) shares does John Downing hold after these transactions?

Following the June 15, 2026 transactions, John Downing directly holds 132,930 shares of NETSCOUT Common Stock. He also holds 60,750 restricted stock units, which represent potential future share deliveries subject to vesting and other applicable conditions in the company’s equity plans.

What is the significance of the tax-withholding disposition in the NTCT Form 4?

The tax-withholding disposition reflects 1,591 NETSCOUT shares withheld to pay taxes on RSU vesting. This is coded F and is a standard mechanism where the company retains shares instead of the executive paying cash, and it does not represent discretionary selling activity.

At what price were NTCT shares valued for the tax withholding in John Downing’s filing?

The tax withholding used $41.42 per share, matching the June 12, 2026 closing price of NETSCOUT Common Stock. This reference price is disclosed in the footnotes and is used to calculate the value of shares withheld to satisfy tax liabilities.

What does the RSU vesting in NTCT’s Form 4 indicate about John Downing’s compensation?

The RSU vesting indicates a scheduled equity compensation event. 5,400 restricted stock units converted into Common Stock for John Downing, reflecting part of his long-term incentive pay structure, which aligns executive compensation with NETSCOUT’s share performance over time.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/17/2026 - 04:15 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^*

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)
06/15/2026

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	06/15/2026		M(1)		5,400	A	(2)	134,521	D
Common Stock	06/15/2026		F(3)		1,591	D	$41.42(4)	132,930	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)	06/15/2026		M			5,400	(5)	(6)	Common Stock	5,400	(2)	60,750	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 June 12, 2026.

5. June 15, 2026

6. Date is N/A.

	/s/ Jeff Levinson by Power of Attorney	06/17/2026
	** 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)