SEC Form 4 · accession 0001078075-26-000076
NETSCOUT SYSTEMS INC · NTCT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Downing
Officer — EVP, World-Wide Sales
Period of report
Jun 6, 2026
Accepted (ET)
Jun 9, 2026 · 4:26 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001078075
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 6, 2026 | M | 5,400 | — | A | 138,706 | D | |
| Common StockF4 | Jun 6, 2026 | F | 1,585 | $40.59 | D | 137,121 | D | |
| Common StockF6 | Jun 8, 2026 | S | 8,000 | $40.29 | D | 129,121 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F7,F8 | — | Jun 6, 2026 | M | 5,400 | D | — | — | Common Stock | 5,400 | 66,150 | D |
Explanation of responses
- F1The shares of Common Stock were acquired upon the vesting of certain restricted stock units previously granted to the reporting person.
- F2Price is N/A.
- F3The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.
- F4Represents the closing price of the Company's Common Stock on June 5, 2026.
- F5The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on November 11, 2025.
- F6The shares sold on this date were sold in multiple transactions. This price is the weighted average sales price per share; the actual sales price per share ranged from $40.01 to $40.36. The reporting person undertakes to provide to NetScout Systems, Inc., any security holder of NetScout Systems, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7June 6, 2026
- F8Date is N/A.