DOWNING JOHN 4

4 · NETSCOUT SYSTEMS INC · Filed Jun 23, 2026

AI-generated summary of this filing

Updated Jun 23, 2026

NETSCOUT (NTCT) EVP John Downing Receives Vested PSUs; Shares Withheld

What Happened

John Downing, Executive Vice President, World‑Wide Sales at NETSCOUT (NTCT), had 5,184 performance stock units (PSUs) vest on June 19, 2026. Those PSUs converted into 5,184 shares of common stock. To satisfy tax withholding, 2,305 of those shares were surrendered, valued at $39.67 per share (total ~$91,439). Net shares received by Downing from this vesting: 2,879 shares.
This was not an open‑market purchase or a voluntary sale; it was the automatic conversion/vesting of previously granted performance awards.

Key Details

Transaction date: June 19, 2026; Form 4 filed June 23, 2026.
Vested/converted: 5,184 shares (from PSUs). Tax withholding: 2,305 shares disposed at $39.67/share = $91,439.
Net shares retained from vesting: 2,879 shares (5,184 vested minus 2,305 withheld).
Relevant footnotes: The PSUs were part of a 14,400 PSU grant on June 15, 2023; the Compensation Committee determined 36% vested for the 36‑month performance period ending June 14, 2026. Shares were withheld to satisfy tax obligations.
Transaction codes and meaning: M = exercise/conversion of a derivative (PSU conversion), F = shares withheld for tax withholding.
Shares owned after the transaction (total holdings) are not reported in this filing.

Context

This filing reports the vesting and conversion of performance awards, not a market trade. Withholding shares to cover taxes is routine and does not by itself signal a bullish or bearish view by the insider.
The vesting percentage (36%) reflects the Compensation Committee’s performance determination for the 36‑month performance period for the original PSU grant.

Form 4

Period: 2026-06-19

EVP, World-Wide Sales

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-06-19+5,184→ 138,114 total
Tax Payment
Common Stock
[F3][F4]
2026-06-19$39.67/sh−2,305$91,439→ 135,809 total
Exercise/Conversion
Performance Stock Unit
[F2][F5][F6][F7][F8]
2026-06-19−5,184→ 43,200 total
→ Common Stock (5,184 underlying)

Footnotes (8)

[F1]The shares of Common Stock were acquired upon the vesting of certain performance 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 performance stock units.
[F4]Represents the closing price of the Company's Common Stock on June 18, 2026.
[F5]The performance stock units shall vest in a range of 0% to 100% upon the determination of the Compensation Committee of the Board of the attainment of the required relative total shareholder return over the 36-month period commencing on June 15, 2023, and ending on June 14, 2026.
[F6]Date is N/A.
[F7]On June 15, 2023, the Reporting Person was granted 14,400 performance stock units (the "Prior PSUs"), which shall vest in a range of 0% to 100% upon the determination of the Compensation Committee of the Board of the attainment of the required relative total shareholder return over the 36-month period commencing on June 15, 2023, and ending on June 14, 2026. On June 19, 2026, the Compensation Committee of the Board determined that 36% of the Prior PSUs shall vest.
[F8]Reflects the number of performance stock units ("PSUs") held by the Reporting Person after the forfeiture of unachieved PSUs.

Signature

/s/ Jeff Levinson by Power of Attorney|2026-06-23

1 file