NETSCOUT (NTCT) Chief Accounting Officer logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

NETSCOUT SYSTEMS INC Chief Accounting Officer Eric Todd Watt reported routine equity compensation activity involving restricted stock units and common shares. On January 27, 2026, 3,750 restricted stock units vested and converted into 3,750 shares of common stock.

To cover tax withholding obligations related to this vesting, 1,304 common shares were withheld at a reference price of $27.87, which represents the closing price of the company’s common stock on January 26, 2026. After these transactions, Watt directly holds 2,446 common shares and 11,250 restricted stock units.

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

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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^*

Watt Eric Todd

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/27/2026		M(1)		3,750(1)	A	(2)	3,750	D
Common Stock	01/27/2026		F(3)		1,304(3)	D	$27.87(4)	2,446	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)	01/27/2026		M			3,750	01/27/2026	(5)	Common Stock	3,750	(2)	11,250	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 January 26, 2026.

5. Date is N/A.

	/s/ Eric Watt	01/28/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did NTCT Chief Accounting Officer Eric Watt report?

Eric Watt reported the vesting of 3,750 restricted stock units into common shares and the related tax share withholding. This is a routine compensation event where stock units convert into stock as they vest under previously granted equity awards.

How many NETSCOUT (NTCT) shares did Eric Watt acquire and withhold for taxes?

Eric Watt acquired 3,750 NETSCOUT common shares upon RSU vesting and had 1,304 shares withheld to satisfy tax obligations. The withholding was based on the company’s closing stock price on January 26, 2026, as disclosed in the filing footnotes.

What price was used for Eric Watt’s tax withholding shares at NETSCOUT (NTCT)?

The filing shows a price of $27.87 per share for the 1,304 withheld shares. A footnote explains this represents the closing price of NETSCOUT’s common stock on January 26, 2026, and was used to value shares withheld for tax obligations.

How many NETSCOUT (NTCT) shares does Eric Watt own after this Form 4?

After the reported transactions, Eric Watt directly owns 2,446 NETSCOUT common shares. He also holds 11,250 restricted stock units, which represent additional shares that may be delivered in the future as they vest under the company’s equity compensation arrangements.

What do the RSU transactions mean in Eric Watt’s NTCT Form 4 filing?

The RSU transactions show previously granted restricted stock units vesting and turning into common shares. This reflects equity compensation being delivered, with a portion of the new shares withheld to cover income tax obligations rather than an open-market purchase or sale by the executive.

Was Eric Watt’s NETSCOUT (NTCT) Form 4 a discretionary stock sale?

The Form 4 describes RSU vesting and tax withholding, not a discretionary open-market sale. Shares were issued at no cost upon vesting, and 1,304 were withheld at the disclosed stock price to satisfy tax obligations associated with that equity compensation event.