Executive VP at NETSCOUT (NTCT) sells 3,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

NETSCOUT SYSTEMS INC executive John Downing sold shares in a planned transaction. On February 20, 2026, he executed an open-market sale of 3,000 shares of NETSCOUT common stock at $30.00 per share. After this sale, he directly owned 129,494 shares of the company’s stock.

The sale was made under a pre-arranged Rule 10b5-1 trading plan that he adopted on February 20, 2025. Such plans are designed to allow insiders to systematically sell shares over time according to preset instructions.

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
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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).

X

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)
02/20/2026

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	02/20/2026		S(1)		3,000	D	$30	129,494	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

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.

	/s/ Jeff Levinson by Power of Attorney	02/23/2026
	** 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.

FAQ

What insider transaction did NTCT executive John Downing report?

John Downing reported an open-market sale of 3,000 shares of NETSCOUT common stock at $30.00 per share. The transaction occurred on February 20, 2026 and was disclosed on a Form 4 insider trading report.

How many NTCT shares did John Downing sell and at what price?

He sold 3,000 shares of NETSCOUT common stock at $30.00 per share. This was an open-market transaction and represents a small portion of his total reported holdings after the sale.

How many NTCT shares does John Downing hold after this transaction?

After the reported sale, John Downing directly owns 129,494 shares of NETSCOUT common stock. This figure reflects his remaining beneficial ownership immediately following the 3,000-share open-market sale.

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

Yes. The filing states the shares were sold under a Rule 10b5-1 trading plan adopted by John Downing on February 20, 2025. Such plans pre-schedule trades to help insiders systematically manage holdings.

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

John Downing is reported as an officer of NETSCOUT SYSTEMS INC, holding the title of Executive Vice President, World-Wide Sales. His Form 4 filing reflects transactions in company common stock tied to this insider status.

What does the Form 4 for NTCT indicate about transaction direction?

The Form 4 classifies the transaction as a sale, with code “S” and an open-market sale description. The transaction data show a net-sell direction of 3,000 shares based on this single reported trade.