SEC Form 4 · accession 0001078075-26-000090
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 19, 2026
Accepted (ET)
Jun 23, 2026 · 4:17 pm EDT
Rule 10b5-1 plan
box not checked
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 19, 2026 | M | 5,184 | — | A | 138,114 | D | |
| Common StockF4 | Jun 19, 2026 | F | 2,305 | $39.67 | D | 135,809 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitF2,F7,F8,F5,F6 | — | Jun 19, 2026 | M | 5,184 | D | — | — | Common Stock | 5,184 | 43,200 | D |
Explanation of responses
- F1The shares of Common Stock were acquired upon the vesting of certain performance 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 performance stock units.
- F4Represents the closing price of the Company's Common Stock on June 18, 2026.
- F5The 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.
- F6Date is N/A.
- F7On June 15, 2023, the Reporting Person was granted 14,400 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.
- F8Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of unachieved PSUs.