DOWNING JOHN 4
4 · NETSCOUT SYSTEMS INC · Filed Jun 9, 2026
Research Summary
AI-generated summary of this filing
NETSCOUT (NTCT) EVP John Downing Sells Shares, Exercises RSUs
What Happened
John Downing, Executive Vice President, World‑Wide Sales at NetScout (NTCT), had 5,400 restricted stock units (RSUs) vest on June 6, 2026 (converted to common stock). Of the vested shares, 1,585 were withheld to cover tax withholding (withholding valued at $40.59/share, $64,335). Separately, Downing sold 8,000 shares in an open‑market transaction on June 8, 2026 for a weighted average price of $40.29 per share, generating approximately $322,320 in proceeds. The Form 4 shows the RSU conversion/exercise and the related dispositions.
Key Details
- Vesting / conversion: 5,400 shares (reported June 6, 2026) — shares acquired upon RSU vesting (footnote F1).
- Tax withholding: 1,585 shares withheld to satisfy tax obligations at $40.59/share = $64,335 (footnote F3).
- Open‑market sale: 8,000 shares sold on June 8, 2026 at a weighted average price of $40.29 = $322,320 (footnotes F5, F6). Actual sale prices ranged $40.01–$40.36; sale executed under a 10b5‑1 plan adopted Nov 11, 2025 (F5, F6).
- Filing date: Form 4 filed June 9, 2026 for transactions dated June 6–8, 2026 (users may review timing if timeliness is a concern).
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Footnotes of note: F1 (vesting), F3 (tax withholding), F5 (10b5‑1 sale plan), F6 (weighted avg and price range).
Context
RSU vesting and the related tax withholding are routine compensation events and do not by themselves indicate a trading decision. The 8,000‑share sale was executed under a pre‑planned 10b5‑1 arrangement, which typically follows a prearranged schedule rather than ad hoc market timing. The filing documents conversion of RSUs into common stock (derivative conversion); no open‑market purchases were reported.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1][F2]2026-06-06+5,400→ 138,706 total - Tax Payment
Common Stock
[F3][F4]2026-06-06$40.59/sh−1,585$64,335→ 137,121 total - Sale
Common Stock
[F5][F6]2026-06-08$40.29/sh−8,000$322,320→ 129,121 total - Exercise/Conversion
Restricted Stock Unit
[F2][F7][F8]2026-06-06−5,400→ 66,150 total→ Common Stock (5,400 underlying)
Footnotes (8)
- [F1]The shares of Common Stock were acquired upon the vesting of certain restricted stock units previously granted to the reporting person.
- [F2]Price is N/A.
- [F3]The shares of Common Stock were withheld to satisfy the reporting person's tax withholding obligation upon the vesting of restricted stock units.
- [F4]Represents the closing price of the Company's Common Stock on June 5, 2026.
- [F5]The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on November 11, 2025.
- [F6]The 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.
- [F7]June 6, 2026
- [F8]Date is N/A.