Netscout (NTCT) EVP John Downing sells 3,000 shares under 10b5-1

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

NETSCOUT SYSTEMS INC executive vice president of World-Wide Sales John Downing reported an open-market sale of 3,000 shares of Common Stock on February 18, 2026 at an average price of $29.18 per share. The sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on February 20, 2025. After this transaction, he directly holds 132,494 Common shares.

The filing also details performance-based equity. On October 26, 2022 he was granted 18,000 performance stock units tied to relative total shareholder return for a 36‑month period ending October 25, 2025, and on November 3, 2025 the compensation committee determined that 0% of those units would vest. It further notes the forfeiture of 25,920 unachieved performance stock units, leaving him with 43,200 performance stock units outstanding.

Insider Trade Summary

Net Seller: 3,000 shares ($87,540)

Net Sell 2 txns

Insider DOWNING JOHN

Role EVP, World-Wide Sales

Sold 3,000 shs ($88K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,000	$29.18	$88K
holding	Performance Stock Unit	--	--	--

Holdings After Transaction: Common Stock — 132,494 shares (Direct); Performance Stock Unit — 43,200 shares (Direct)

Footnotes (1)

The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on February 20, 2025. The price is N/A. On October 26, 2022, the reporting person was granted 18,000 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 October 26, 2022, and ending on October 25, 2025. On November 3, 2025, the Compensation Committee of the Board determined that 0% of the Prior PSUs shall vest. Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of 25,920 unachieved PSUs.

Form 4 Insider Transactions: What Each Field Means →

02/20/2026 - 04:04 PM

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

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)
02/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2026		S⁽¹⁾		3,000	D	$29.18	132,494	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Unit	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	43,200		43,200⁽⁴⁾	D

Explanation of Responses:

1. The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on February 20, 2025.

2. The price is N/A.

3. On October 26, 2022, the reporting person was granted 18,000 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 October 26, 2022, and ending on October 25, 2025. On November 3, 2025, the Compensation Committee of the Board determined that 0% of the Prior PSUs shall vest.

4. Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of 25,920 unachieved PSUs.

	/s/ Jeff Levinson by Power of Attorney	02/20/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NTCT executive John Downing report?

John Downing reported selling 3,000 shares of NETSCOUT common stock. The sale occurred on February 18, 2026 at an average price of $29.18 per share in an open-market transaction, and it was executed under a pre-arranged Rule 10b5-1 trading plan adopted in February 2025.

How many NETSCOUT (NTCT) shares does John Downing hold after this Form 4?

After the reported transaction, John Downing directly holds 132,494 shares of NETSCOUT common stock. This figure reflects his position following the February 18, 2026 open-market sale of 3,000 shares executed under his previously adopted Rule 10b5-1 trading plan.

Was John Downing’s NTCT stock sale under a 10b5-1 trading plan?

Yes. The filing states the 3,000 NETSCOUT common shares were sold pursuant to a Rule 10b5-1 trading plan. That plan was adopted by John Downing on February 20, 2025, providing a pre-arranged framework for selling shares on February 18, 2026.

What performance stock unit (PSU) outcome is disclosed for NTCT’s John Downing?

The filing notes a 2022 grant of 18,000 performance stock units to John Downing with a three-year performance period. On November 3, 2025 the compensation committee determined that 0% of those units would vest, resulting in no shares from that specific PSU award.

How many performance stock units does John Downing hold after PSU forfeitures at NTCT?

After a forfeiture of 25,920 unachieved performance stock units, John Downing holds 43,200 performance stock units. This balance is disclosed as the number of PSUs remaining in his account following the forfeiture recorded in the Form 4 footnotes.

What role does John Downing hold at NETSCOUT SYSTEMS (NTCT)?

John Downing is identified in the filing as an officer of NETSCOUT SYSTEMS. His specific title is Executive Vice President, World-Wide Sales, reflecting a senior leadership position responsible for the company’s global sales organization and related commercial activities.