DOWNING JOHN 4

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.