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  4. [Form 4] NETSCOUT SYSTEMS INC Insider Trading Activity

NETSCOUT (NTCT) EVP RSU vesting adds shares, tax withholding reduces net

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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.

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Insider DOWNING JOHN
Role EVP, World-Wide Sales
Type Security Shares Price Value
Exercise Restricted Stock Unit 5,400 $0.00 --
Exercise Common Stock 5,400 $0.00 --
Tax Withholding Common Stock 1,591 $41.42 $66K
Holdings After Transaction: Restricted Stock Unit — 60,750 shares (Direct, null); Common Stock — 134,521 shares (Direct, null)
Footnotes (1)
  1. The shares of Common Stock were acquired upon the vesting of certain restricted 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 restricted stock units. Represents the closing price of the Company's Common Stock on June 12, 2026. June 15, 2026 Date is N/A.
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
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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/15/2026M(1)5,400A(2)134,521D
Common Stock06/15/2026F(3)1,591D$41.42(4)132,930D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2)06/15/2026M5,400 (5) (6)Common Stock5,400(2)60,750D
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 Attorney06/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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.