DOWNING JOHN 4

What Happened
John Downing, EVP, World‑Wide Sales at NETSCOUT (NTCT), had 5,400 restricted stock units (RSUs convert/vest) on June 15, 2026. Of those, 1,591 shares were withheld to satisfy his tax withholding obligation, resulting in a cashless withholding value of $65,899. The net shares issued to him were 3,809 (5,400 vested − 1,591 withheld). This was a vesting/tax‑withholding event, not an open‑market purchase or sale.

Key Details

• Transaction date: June 15, 2026; Form 4 filed June 17, 2026 (appears timely).
• Vesting: 5,400 RSUs converted to common stock (reported as derivative conversion, code M).
• Tax withholding: 1,591 shares withheld (code F) at $41.42 per share = $65,899 (price cited as closing price on June 12, 2026).
• Net shares received: 3,809 shares.
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: F1 notes shares were acquired upon RSU vesting; F3 notes shares were withheld to satisfy tax withholding; F2/F6 indicate certain prices/dates marked N/A.
• Transaction type explanation: M = exercise/conversion of a derivative (here, RSU vesting); F = shares withheld to pay taxes.

Context
This was a routine RSU vesting with shares withheld for tax obligations (a common, non‑market transaction) rather than a buy or open‑market sale. Such withholding events do not by themselves signal insider buying interest; they simply reflect compensation vesting and tax payment mechanics.