NTCT Form 4: 6,750 RSUs vested; 1,988 shares withheld

NETSCOUT Systems (NTCT) insider transaction: The EVP, World-Wide Sales reported an RSU vest and related tax withholding on 10/26/2025.

Rhea-AI Filing Summary

NETSCOUT Systems (NTCT) insider transaction: The EVP, World-Wide Sales reported an RSU vest and related tax withholding on 10/26/2025. 6,750 shares of Common Stock were acquired upon vesting (code M) and 1,988 shares were withheld to cover taxes (code F) at a reference price of $26.85, noted as the closing price on October 24, 2025.

Following these transactions, the reporting person directly holds 141,494 shares of Common Stock. The derivative table shows activity tied to restricted stock units covering 6,750 underlying shares, with 55,350 derivative securities beneficially owned after the reported transactions. The filing indicates the price for RSU conversion is N/A, consistent with vesting mechanics.

Insider Trade Summary

6,750 shares exercised/converted

Exercise 3 txns

Insider DOWNING JOHN

Role EVP, World-Wide Sales

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	6,750	$0.00	$0.00
Exercise	Common Stock	6,750	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,988	$26.85	$53K

Holdings After Transaction: Restricted Stock Unit — 55,350 contracts (Direct); Common Stock — 141,494 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. The 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 24, 2025.
5. F5. Date is N/A.

FAQ

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

What did NTCT’s EVP report on Form 4?

An RSU vest of 6,750 shares and tax withholding of 1,988 shares on 10/26/2025.

How many NTCT shares does the insider hold after the transactions?

Direct beneficial ownership is 141,494 shares.

What was the price used for the tax withholding on NTCT shares?

The filing references $26.85, the closing price on October 24, 2025.

What do the transaction codes M and F mean for NTCT?

M indicates shares acquired from RSU vesting; F indicates shares withheld to pay taxes.

How many derivative securities remain for the NTCT insider?

The filing lists 55,350 derivative securities beneficially owned after the transactions.

What is the insider’s role at NTCT?

The insider is an officer: EVP, World-Wide Sales.

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

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Accepted by SEC EDGAR 10/28/2025 - 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 MA 01886

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/26/2025		M(1)		6,750	A(1)	(2)	143,482	D
Common Stock	10/26/2025		F(3)		1,988	D(3)	$26.85(4)	141,494	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)	10/26/2025		M			6,750	10/26/2025	(5)	Common Stock	6,750	(2)	55,350	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. The 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 24, 2025.

5. Date is N/A.

	/s/ Jeff Levinson, Attorney-in-Fact	10/28/2025
	** 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).
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