What is John Downing’s NETSCOUT (NTCT) share ownership after these transactions?

After the vesting and related tax withholding, John Downing directly owned 133,306 shares of NETSCOUT common stock. The filing also shows he continued to hold restricted stock units, maintaining significant ongoing equity exposure to the company.

NETSCOUT (NTCT) EVP gains shares from RSU vesting, with portion withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NETSCOUT Systems executive vice president of world-wide sales John Downing reported routine equity compensation activity. On May 6, 2026, 5,400 shares of common stock were acquired upon the vesting of previously granted restricted stock units. Of these, 1,588 shares were withheld to cover his tax withholding obligation, a non-market disposition. Following these transactions, he directly owned 133,306 shares of NETSCOUT common stock, indicating he retained a substantial equity stake.

Insider Trade Summary

5,400 shares exercised/converted

Mixed 3 txns

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	1,588	$35.77	$57K

Holdings After Transaction: Restricted Stock Unit — 49,950 shares (Direct, null); Common Stock — 134,894 shares (Direct, null)

Footnotes (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 May 5, 2026. May 6, 2026 Date is N/A.

Key Figures

RSU Shares Vested: 5,400 shares Shares Withheld for Taxes: 1,588 shares Direct Holdings After Transactions: 133,306 shares +2 more

5 metrics

RSU Shares Vested 5,400 shares Common stock acquired upon restricted stock unit vesting on May 6, 2026

Shares Withheld for Taxes 1,588 shares Common stock withheld to satisfy tax withholding obligation

Direct Holdings After Transactions 133,306 shares NETSCOUT common stock directly owned following tax withholding disposition

Restricted Stock Units Remaining 49,950 units Restricted stock units held after the reported vesting event

Reference Share Price $35.77 per share Closing price of NETSCOUT common stock on May 5, 2026, used in footnote

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"

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"

derivative security financial

"transaction_code_description: 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.

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 03:15 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

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)
05/06/2026

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)
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	05/06/2026		M⁽¹⁾		5,400	A	⁽²⁾	134,894	D
Common Stock	05/06/2026		F⁽³⁾		1,588	D	$35.77⁽⁴⁾	133,306	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)
Restricted Stock Unit	⁽²⁾	05/06/2026		M			5,400	⁽⁵⁾	⁽⁶⁾	Common Stock	5,400	⁽²⁾	49,950	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 May 5, 2026.

5. May 6, 2026

6. Date is N/A.

	/s/ Jeff Levinson by Power of Attorney	05/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NETSCOUT (NTCT) EVP John Downing report?

John Downing reported vesting of restricted stock units converting into 5,400 NETSCOUT common shares. A portion of these shares was automatically withheld to cover tax obligations, while the remainder increased his direct ownership stake in the company.

How many NETSCOUT (NTCT) shares did John Downing acquire and dispose of?

He acquired 5,400 shares of NETSCOUT common stock through restricted stock unit vesting. Of these, 1,588 shares were disposed of via withholding for taxes, with the balance added to his directly held share position as reported in the filing.

Was John Downing’s NETSCOUT (NTCT) Form 4 a market sale or a tax event?

The Form 4 reflects a tax-related event, not an open-market trade. Shares were withheld to satisfy John Downing’s tax withholding obligation tied to restricted stock unit vesting, which is a common, automatic compensation-related mechanism.

How were restricted stock units treated in John Downing’s NETSCOUT (NTCT) filing?

Previously granted restricted stock units converted into 5,400 NETSCOUT common shares upon vesting. This derivative exercise increased his common stock holdings, while remaining restricted stock units continued outstanding as part of his long-term equity compensation.