Netscout Systems Inc.

Software - Infrastructure • Technology • Westford, MA, United States • NTCT (NMS)

978 614 4000 310 Littleton Road, Westford, MA 01886-4105, United States

Quarter: Q3 2025 Reported: September 12, 2025 Sentiment: Neutral

NetScout Systems, Inc. provides service assurance and cybersecurity solutions to protect digital business services against disruptions in the United States, Europe, Asia, and internationally. It offers nGeniusONE management software to predict, preempt, and resolve network and service delivery problems, as well as facilitate the optimization and capacity planning of their network infrastructures; and specialized platforms and analytic modules to analyze and troubleshoot traffic in radio access and Wi-Fi networks. The company also provides nGeniusPULSE, an active testing tool to identify infrastructure performance issues and determine application availability, reliability, and performance; and nGenius Business Analytics solution, which enables service providers to analyze their network traffic. In addition, it offers ISNG platform for real-time collection and analysis of information-rich, high-volume packet-flow data from across the network that is displayed through the nGeniusONE Service Assurance Solution; vSTREAM, a virtualized form factor version of its intelligent data source; packet flow systems, including the nGeniusONE Service Assurance platform; and test access points. Further, the company provides cybersecurity solutions to protect networks against distributed denial of service attacks under the Arbor brand, such as Arbor Sightline, Arbor Threat Mitigation System, Arbor Insight, Arbor Edge Defense, and Arbor Cloud; and advanced threat detection solutions, such as Omnis Cyber Investigator. It serves enterprise customers in financial services, technology, manufacturing, healthcare, utilities, education, transportation, and retail; mobile operators, wireline operators, cable operators, internet service providers, and cloud providers industries; and government and associated agencies through a direct sales force, and indirect reseller and distribution channels. The company was incorporated in 1984 and is headquartered in Westford, Massachusetts.

Analysis Summary

The 2025 Annual Meeting of Stockholders for NETSCOUT SYSTEMS INC. on September 10, 2025, saw several key resolutions passed. The most significant was the approval of an amendment to the 2019 Equity Incentive Plan, increasing the aggregate number of shares authorized for issuance by 3,500,000. This amendment, previously approved by the Board, became effective immediately upon stockholder consent, with 44,952,926 votes For and 13,990,851 Against. Stockholders also elected four Class II directors—Robert E. Donahue, John R. Egan, Marlene Pelage, and Anil K. Singhal—each for a three-year term expiring in 2028. All director nominees received substantial majority votes. Additionally, the compensation of named executive officers received advisory approval with 51,034,391 votes For and 7,875,187 Against. PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2026, with overwhelming support. This 8-K filing exclusively reports on the outcomes of these governance matters and does not contain any financial performance data, revenue, earnings, EPS, or forward-looking guidance for Q3 2025 or any other period. Therefore, a financial analysis based on this document is not possible. The successful passage of all management-proposed resolutions indicates strong shareholder alignment on governance and compensation strategies, despite some dissenting votes on the equity plan and executive compensation.

Key Highlights

• Stockholders approved an amendment to the 2019 Equity Incentive Plan, adding 3,500,000 shares for issuance.
• Four Class II directors (Robert E. Donahue, John R. Egan, Marlene Pelage, and Anil K. Singhal) were elected for three-year terms.
• Advisory approval was granted for the compensation of named executive officers.
• PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year ending March 31, 2026.
• All proposals presented at the 2025 Annual Meeting were approved by stockholders.

Financial Metrics

eps

YoY: N/A - Not provided in this 8-K filing

revenue

YoY: N/A - Not provided in this 8-K filing

guidance

net income

YoY: N/A - Not provided in this 8-K filing

Stock Performance (90 Days)

Data through Dec 26, 2025

Positive Signals

• Shareholder approval of the Amended 2019 Equity Incentive Plan.
• Successful election of all proposed Class II directors.
• Advisory approval of executive compensation.
• Ratification of the independent auditor with strong support.
• Overall successful passage of all management-backed proposals at the Annual Meeting.

Risks & Concerns

— Potential for shareholder dilution due to the increase of 3,500,000 shares authorized for the equity incentive plan.
— Significant 'Against' votes (13,990,851) for the Amended 2019 Equity Incentive Plan, indicating some shareholder dissent.
— Significant 'Against' votes (7,875,187) for the advisory approval of named executive officer compensation, indicating some shareholder dissent.