Form 4: NetScout Systems Director Sells Shares Under Pre-Arranged Trading Plan

NetScout Systems Director Joseph G. Hadzima Jr. sold 3,500 shares of common stock for $23.85 per share, as part of a pre-established 10b5-1 trading plan.

Summary

• Joseph G. Hadzima Jr., a Director of NetScout Systems Inc. (NTCT), reported the sale of 3,500 shares of the company's common stock.
• The transaction took place on June 10, 2025, with each share sold at a price of $23.85.
• This sale was executed pursuant to a Rule 10b5-1 trading plan, which Mr. Hadzima adopted on December 11, 2024.
• Following this transaction, Mr. Hadzima's direct beneficial ownership in NetScout Systems stands at 127,798 shares of common stock.
• A Power of Attorney was granted by Joseph G. Hadzima, Jr. on May 6, 2025, authorizing Anthony Piazza, Eric Watt, and Jeff Levinson to execute and file Forms 3, 4, and 5 on his behalf.

Sentiment

Score: 6

Explanation: The sale is a routine insider transaction under a pre-arranged 10b5-1 plan, which generally mitigates negative sentiment associated with insider sales, indicating it's not based on new, adverse information. The impact on overall company sentiment is neutral to slightly positive due to the transparency of the 10b5-1 plan.

Positives

• The sale was conducted under a Rule 10b5-1 plan, indicating it was pre-scheduled and not based on immediate, non-public information, which helps mitigate concerns about opportunistic trading.

Negatives

• An insider sale, even under a 10b5-1 plan, reduces the director's direct equity stake in the company.

Risks

• While a 10b5-1 plan mitigates concerns about opportunistic trading, significant or frequent insider sales by multiple executives could potentially be perceived negatively by some investors, leading to questions about management's long-term confidence.

Future Outlook

This Form 4 filing, detailing an insider stock transaction, does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• "The shares of Common Stock were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on December 11, 2024."

Industry Context

Insider transactions are a routine aspect of corporate governance across all industries. Sales executed under Rule 10b5-1 plans are a common practice for corporate insiders, including those in the technology and cybersecurity sector like NetScout Systems, to manage personal finances and diversify holdings while adhering to SEC regulations and avoiding accusations of trading on material non-public information.

Comparison to Industry Standards

• Sales under Rule 10b5-1 plans are a common and accepted practice for corporate insiders across all industries, including technology, to manage personal finances and diversify portfolios without being accused of trading on material non-public information.
• The volume of shares sold (3,500) represents a relatively small fraction of the director's total holdings (127,798 shares remaining), which is typical for routine diversification rather than a signal of a significant change in confidence, aligning with standard insider trading patterns.

Corporate Governance

Stakeholder Impact

• Shareholders: The sale, being under a 10b5-1 plan, is generally viewed as a routine diversification rather than a signal of lack of confidence, thus its direct impact on shareholder perception is likely minimal. However, any insider sale can be scrutinized.

Next Steps

• The company and the reporting person will continue to comply with SEC reporting requirements for future insider transactions.

Key Dates

Keywords

NetScout Systems, NTCT, insider trading, Form 4, stock sale, 10b5-1 plan, director, Joseph G. Hadzima Jr., beneficial ownership