DOWNING JOHN 4

What Happened

• John Downing, EVP, World‑Wide Sales at NETSCOUT (NTCT), had 5,400 restricted stock units (RSUs) vest on May 6, 2026. Of those, 1,588 shares were withheld to satisfy tax withholding at $35.77 per share (total ~$56,803), leaving a net 3,812 shares issued to him. The Form 4 was filed May 8, 2026.

Key Details

• Transaction date: May 6, 2026 (filed May 8, 2026).
• Vesting/Conversion: 5,400 RSUs vested (reported as exercise/conversion of a derivative, code M).
• Tax withholding (code F): 1,588 shares withheld and disposed at $35.77 each, value ~$56,803.
• Net shares received: 3,812 shares (5,400 vested − 1,588 withheld).
• Footnotes: F1 confirms shares came from RSU vesting; F3 confirms withholding to satisfy tax obligations; F4 notes the $35.77 price reflects the company’s closing price on May 5, 2026. Other footnotes indicate some prices/dates are N/A in the filing.
• Filing timeliness: The Form 4 was filed two days after the May 6 transaction (filed May 8), which is within the usual Form 4 reporting window.

Context

• This was an award/vesting event, not an open‑market purchase or a discretionary sale—withholdings for taxes are routine and do not necessarily signal a view on the stock. For derivative/vesting items, the key takeaway is how many shares were issued and how many were withheld to cover taxes (cashless withholding). The filing does not report total shares owned by the insider after the transaction.