DOWNING JOHN 4

What Happened
John Downing, EVP, World‑Wide Sales at NETSCOUT (NTCT), received two equity awards on May 28, 2026: 21,600 restricted stock units (RSUs) and 14,400 performance stock units (PSUs). No purchase price was reported (awards are listed as "N/A"). The RSUs vest in four equal annual installments beginning May 28, 2027. The PSUs will vest between 0% and 100% based on relative total shareholder return (rTSR) over a 36‑month performance period from May 28, 2026 to May 27, 2029, subject to the Compensation Committee’s determination.

Key Details

• Transaction date: 2026-05-28; Form 4 filed 2026-05-29 (timely filing).
• Award types: 21,600 RSUs (time‑based); 14,400 PSUs (performance‑based).
• Price: N/A (awards/grants—no cash purchase).
• Vesting: RSUs vest in four equal annual installments, first vesting 5/28/2027; PSUs vest 0–100% after 36‑month rTSR assessment (5/28/2026–5/27/2029).
• Shares held after transaction: not reported in the Form 4.
• Filing code: "A" indicates an award/grant of derivative securities.

Context

• RSUs are time‑based awards that convert to shares as they vest; PSUs payout depends on performance vs. peers (here, relative TSR) and can result in fewer or no shares if performance targets aren’t met.
• Awards are common components of executive compensation and do not represent a cash purchase or sale.
• Filing was submitted the next day, so there’s no late‑filing flag in this report.