NETSCOUT Systems (NTCT) director PSU vesting with shares withheld for taxes

Rhea-AI Filing Summary

NETSCOUT Systems director Michael Szabados reported routine equity compensation activity. On June 19, 2026, 6,048 shares of Common Stock were acquired upon vesting of previously granted performance stock units, with no cash exercise price involved.

On the same date, 1,782 shares of Common Stock were withheld to cover his tax withholding obligation, using a reference price of $39.67 per share, which was the closing price on June 18, 2026. After these transactions, Szabados directly held 47,436 shares of Common Stock. The performance stock units were part of a 16,800-unit grant tied to relative total shareholder return over a 36‑month period starting on June 15, 2023.

Insights

Equity compensation analyst

Routine PSU vesting with tax withholding; no open‑market trading.

Director Michael Szabados had 6,048 performance stock units convert into Common Stock on June 19, 2026. This reflects the Compensation Committee’s determination that 36% of a 16,800‑unit PSU grant tied to relative total shareholder return had been earned.

To satisfy tax obligations from this vesting, 1,782 shares were withheld at a reference price of $39.67, the closing price on June 18, 2026. No shares were bought or sold on the open market; these are compensation and tax mechanics.

Following the transactions, Szabados directly held 47,436 Common shares. With no remaining derivative positions listed in this filing and net buy/sell activity shown as neutral, the events appear administratively routine rather than signaling a change in his investment stance.

Insider Trade Summary

6,048 shares exercised/converted

Mixed 3 txns

Insider SZABADOS MICHAEL

Role null

Type	Security	Shares	Price	Value
Exercise	Performance Stock Unit	6,048	$0.00	--
Exercise	Common Stock	6,048	$0.00	--
Tax Withholding	Common Stock	1,782	$39.67	$71K

Holdings After Transaction: Performance Stock Unit — 16,800 shares (Direct, null); Common Stock — 47,436 shares (Direct, null)

Footnotes (1)

1. The shares of Common Stock were acquired upon the vesting of certain performance 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 performance stock units. Represents the closing price of the Company's Common Stock on June 18, 2026. The performance stock units 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 June 15, 2023, and ending on June 14, 2026. Date is N/A. On June 15, 2023, the Reporting Person was granted 16,800 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 June 15, 2023, and ending on June 14, 2026. On June 19, 2026, the Compensation Committee of the Board determined that 36% of the Prior PSUs shall vest. Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of unachieved PSUs.

Key Figures

PSU shares vested: 6,048 shares Shares withheld for taxes: 1,782 shares Tax reference price: $39.67 per share +5 more

8 metrics

PSU shares vested 6,048 shares Common Stock acquired from performance stock unit vesting on June 19, 2026

Shares withheld for taxes 1,782 shares Common Stock withheld to satisfy tax withholding obligation

Tax reference price $39.67 per share Closing price of Common Stock on June 18, 2026 used for withholding

Shares held after transaction 47,436 shares Total Common Stock directly owned by Szabados after transactions

Original PSU grant 16,800 units Performance stock units granted June 15, 2023, vesting 0%–100% based on TSR

Vested percentage 36% Portion of the 16,800 performance stock units determined to vest

Tax withholding shares (summary) 1,782 shares Tax withholding shares per transaction summary

Exercise events 1 event, 6,048 shares Derivative exercise/conversion count and shares in transaction summary

Key Terms

performance stock units, tax withholding obligation, relative total shareholder return, Compensation Committee of the Board, +1 more

5 terms

performance stock units financial

"The shares of Common Stock were acquired upon the vesting of certain performance stock units previously granted"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding obligation financial

"The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting"

relative total shareholder return financial

"attainment of the required relative total shareholder return over the 36-month period"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

Compensation Committee of the Board financial

"upon the determination of the Compensation Committee of the Board of the attainment"

vesting financial

"On June 19, 2026, the Compensation Committee of the Board determined that 36% of the Prior PSUs shall vest"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

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^*

SZABADOS MICHAEL

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/19/2026		M(1)		6,048	A	(2)	47,436	D
Common Stock	06/19/2026		F(3)		1,782	D	$39.67(4)	45,654	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
Performance Stock Unit	(2)	06/19/2026		M			6,048	(5)	(6)	Common Stock	6,048	(2)	16,800(7)(8)	D

Explanation of Responses:

1. The shares of Common Stock were acquired upon the vesting of certain performance 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 performance stock units.

4. Represents the closing price of the Company's Common Stock on June 18, 2026.

5. The performance stock units 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 June 15, 2023, and ending on June 14, 2026.

6. Date is N/A.

7. On June 15, 2023, the Reporting Person was granted 16,800 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 June 15, 2023, and ending on June 14, 2026. On June 19, 2026, the Compensation Committee of the Board determined that 36% of the Prior PSUs shall vest.

8. Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of unachieved PSUs.

	/s/ Jeff Levinson by Power of Attorney	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Michael Szabados report for NETSCOUT Systems (NTCT)?

Michael Szabados reported vesting of performance stock units that converted into 6,048 NETSCOUT Systems Common shares. These shares came from a prior equity award tied to performance rather than an open‑market purchase, making the activity primarily compensation-related.

Did Michael Szabados sell NETSCOUT Systems (NTCT) shares in this Form 4 filing?

He did not sell shares on the open market. Instead, 1,782 NETSCOUT Systems Common shares were withheld by the company to cover his tax withholding obligation arising from the vesting of performance stock units awarded as equity compensation.

How many NETSCOUT Systems shares does Michael Szabados hold after these transactions?

After the reported Form 4 transactions, Michael Szabados directly holds 47,436 shares of NETSCOUT Systems Common Stock. This figure reflects the net result of performance stock unit vesting and the related share withholding for taxes on June 19, 2026.

What performance conditions were tied to Michael Szabados’s NETSCOUT Systems PSUs?

The performance stock units were linked to relative total shareholder return over a 36‑month period starting June 15, 2023 and ending June 14, 2026. The Compensation Committee determined that 36% of the original 16,800‑unit PSU grant vested based on those performance criteria.

What price was used for the NETSCOUT Systems tax withholding shares?

The tax withholding of 1,782 NETSCOUT Systems shares used a reference price of $39.67 per share. This amount represented the closing price of the company’s Common Stock on June 18, 2026, as disclosed in the Form 4 footnotes.