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NETSCOUT SYSTEMS INC

For the period ended Sep 9, 2026. Filed Jul 24, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 9, 2026 · Filed Jul 24, 2026

NTCT$31.51-1.0%Stored close · as of Nov 6, 2026
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

NETSCOUT SYSTEMS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2026 Annual Meeting

and Proxy Statement

NetScout Systems, Inc.

September 9, 2026

10:00 a.m. Eastern Time

310 Littleton Road

Westford, MA 01886

July 24, 2026

Dear Fellow Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of NetScout Systems, Inc. on September 9, 2026, at 10:00 am Eastern Time at our headquarters at 310 Littleton Road, Westford, Massachusetts 01886.

At the Annual Meeting, you will be asked to:

Elect three Class III Directors nominated by our Board of Directors (the “Board” and each director a “Director”) and named in the accompanying Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified;

Approve, on an advisory basis, the compensation of our named executive officers;

Approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended;

Approve the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amended;

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027; and

Consider any other business properly brought before the meeting or any adjournment thereof.

It is important that your shares be voted regardless of whether or not you attend the meeting. Please follow the voting instructions on the Notice of Internet Availability of Proxy Materials that you received. If you received a proxy card or voting instruction form, please complete the proxy card or voting instruction form promptly. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by telephone – please refer to your voting instruction form. If you attend the meeting, you may vote in person even if you have previously returned your vote in accordance with the foregoing. We appreciate your cooperation.

Very truly yours,

Co-Founder, President, Chief Executive Officer,

and Chairman of the Board

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

The 2026 Annual Meeting of Stockholders (“Annual Meeting”) of NetScout Systems, Inc. (“NetScout”, the “Company”, “us” or “we”) will be held on Wednesday, September 9, 2026 at 10:00 a.m. Eastern Time at our headquarters at 310 Littleton Road, Westford, Massachusetts 01886.

Date and TimeWednesday, September 9, 202610:00 a.m. Eastern TimeLocation310 Littleton RoadWestford, MA 01886Record DateJuly 13, 2026

The items of business at the Annual Meeting are the following:

PROPOSALBOARD VOTING RECOMMENDATIONPAGE REFERENCE(FOR MORE DETAIL)
1.To elect the three Class III Directors nominated by our Board of Directors and named in the accompanying Proxy Statement, each to serve for a three-year term and until their successors are duly elected and qualified.FOR each nominated Director1
2.To approve, on an advisory basis, the compensation of our named executive officersFOR27
3.To approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amendedFOR65
4.To approve the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amendedFOR76
5.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2027FOR80

Stockholders will also consider any other business properly brought before the meeting or any adjournment thereof.

VOTING

Stockholders of record can vote their shares by using the internet or the telephone. Instructions for using these services are set forth on the proxy card or the Notice of Internet Availability of Proxy Materials (the “Notice”). If you received your materials by mail, you also may vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed envelope. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by phone; please refer to the notice containing voting instructions that you should receive from your broker rather than from us. If you attend the meeting, you may vote in person even if you have previously returned your vote in accordance with one of the foregoing methods.

By Order of the Board of Directors,

Co-Founder, President, Chief Executive Officer,

and Chairman of the Board

Westford, Massachusetts

July 24, 2026

OTHER IMPORTANT INFORMATION

The proxy materials, including this Proxy Statement, our Annual Report to Stockholders for the fiscal year ended March 31, 2026 (“2026 Annual Report”), which includes our consolidated financial statements, the proxy card, and the Notice, are being distributed beginning on or about July 28, 2026, to all stockholders entitled to vote as of July 13, 2026 (the “Record Date”).

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on September 9, 2026. This Notice, our proxy statement, and the 2026 Annual Report are available free of charge at www.envisionreports.com/NTCT.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.