DOWNING JOHN 4

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.