DOWNING JOHN 4

What Happened

• John Downing, EVP, World‑Wide Sales at NETSCOUT Systems (NTCT), sold 3,000 shares of common stock on February 18, 2026 at $29.18 per share, generating proceeds of approximately $87,540. The sale was reported on Form 4 filed February 20, 2026.
• This was a sale (routine liquidity) executed pursuant to a prearranged 10b5‑1 plan, which reduces the implication that the transaction reflects a change in his view of the company.

Key Details

• Transaction date and price: 2026-02-18 — 3,000 shares sold @ $29.18/sh ($87,540 total).
• Method: Reported as an open‑market/private sale (code S) and disclosed as executed under a 10b5‑1 trading plan adopted February 20, 2025 (Footnote F1).
• Shares owned after transaction: Not specified in the provided filing details.
• Related footnotes of note:
  • F3/F4: Prior performance stock units (18,000 PSUs granted Oct 26, 2022) were reviewed by the Compensation Committee; on Nov 3, 2025 it was determined 0% of those PSUs vested, and 25,920 unachieved PSUs were forfeited (these notes pertain to equity awards, not this cash sale).
  • F2 in the filing lists a price as N/A for another line item (not applicable to the reported sale).
• Filing timeliness: Reported on Feb 20, 2026 for a Feb 18 trade — appears timely (Form 4 is generally due within two business days).

Context

• Because the sale occurred under a 10b5‑1 plan (prearranged trading plan), it is typically considered routine liquidity rather than an ad hoc insider sale based on current, nonpublic information.
• Sales alone are less informative than purchases for signaling insider conviction; this single, preplanned sale should be viewed as routine insider activity unless combined with other patterns or disclosures.