# Netscout Systems (NTCT) 10-Q SEC filing - Q1 FY2027
- Filed: Aug 6, 2026, 4:12 PM EDT
- Fiscal quarter: Q1 FY2027
- Calendar quarter: Q2 2026
- Accession: 0001078075-26-000108
- OpenCapital page: https://www.opencapital.sh/filings/0001078075-26-000108
- Markdown URL: https://www.opencapital.sh/filings/0001078075-26-000108.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/0001078075-26-000108-index.htm
## Filing documents
- [10-Q (ntct-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-20260630.htm)
- [EX-10.1 (ntct-ex10_1.htm)](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex10_1.htm)
- [EX-10.2 (ntct-ex10_2.htm)](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex10_2.htm)
- [EX-31.1 (ntct-ex31_1.htm)](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex31_1.htm)
- [EX-31.2 (ntct-ex31_2.htm)](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex31_2.htm)
- [EX-32.1 (ntct-ex32_1.htm)](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex32_1.htm)
- [EX-32.2 (ntct-ex32_2.htm)](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex32_2.htm)
---
## 10-Q
SEC source: [ntct-20260630.htm](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-20260630.htm)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
### (Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
### For the quarterly period ended June 30, 2026
### OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-26251
NETSCOUT SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2837575
(State or Other Jurisdiction of
Incorporation or Organization) (IRS Employer
Identification No.)
310 Littleton Road, Westford, MA 01886
(978) 614-4000
### Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered:
Common Stock, $0.001 par value per share NTCT Nasdaq Global Select Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the registrant's common stock, par value $0.001 per share, as of July 28, 2026 was 72,707,312.
NETSCOUT SYSTEMS, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
[CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS](#cautionary_statement_concerning_forward) [1](#cautionary_statement_concerning_forward)
[PART I: FINANCIAL INFORMATION](#part_i_financial_information)
Item 1. [Unaudited Financial Statements:](#item_1_unaudited_financial_statements)
[Consolidated Balance Sheets: At June 30, 2026 and March 31, 2026](#consolidated_balance_sheets) [2](#consolidated_balance_sheets)
[Consolidated Statements of Operations: For the three months ended June 30, 2026 and 2025](#consolidated_statements_of_operations) [3](#consolidated_statements_of_operations)
[Consolidated Statements of Comprehensive Income (Loss): For the three months ended June 30, 2026 and 2025](#consolidated_statements_of_comprehensive) [4](#consolidated_statements_of_comprehensive)
[Consolidated Statements of Stockholders' Equity: For the three months ended June 30, 2026 and 2025](#consolidated_statements_of_stockholders) [5](#consolidated_statements_of_stockholders)
[Consolidated Statements of Cash Flows: For the three months ended June 30, 2026 and 2025](#consolidated_statements_of_cash_flows) [6](#consolidated_statements_of_cash_flows)
[Notes to Consolidated Financial Statements](#notes_to_financial) [7](#notes_to_financial)
Item 2. [Management's Discussion and Analysis of Financial Condition and Results of Operations](#item_2_managements_discussion_and_ana) [19](#item_2_managements_discussion_and_ana)
Item 3. [Quantitative and Qualitative Disclosures About Market Risk](#item_3_quantitative_and_qualitative) [29](#item_3_quantitative_and_qualitative)
Item 4. [Controls and Procedures](#item_4_controls_and_procedures) [29](#item_4_controls_and_procedures)
[PART II: OTHER INFORMATION](#part_ii_other_information)
Item 1. [Legal Proceedings](#item_1_legal_proceedings) [30](#item_1_legal_proceedings)
Item 1A. [Risk Factors](#item_1a_risk_factors) [30](#item_1a_risk_factors)
Item 2. [Unregistered Sales of Equity Securities and Use of Proceeds](#item_2_unregistered_sales_of_equity_secu) [30](#item_2_unregistered_sales_of_equity_secu)
Item 3. [Defaults Upon Senior Securities](#item_3_defaults_upon_senior_securities) [30](#item_3_defaults_upon_senior_securities)
Item 4. [Mine Safety Disclosures](#item_4_mine_safety_disclosures) [30](#item_4_mine_safety_disclosures)
Item 5. [Other Information](#item_5_other_information) [31](#item_5_other_information)
## Item 1. Unaudited Financial Statements
**NetScout Systems, Inc.**
### Consolidated Balance Sheets
_(In thousands, except for share data) · (Unaudited)_
| Line item | June 30,2026 | March 31,2026 |
| --- | --- | --- |
| Assets | | |
| Current assets: | | |
| Cash and cash equivalents | $552,828 | $586,499 |
| Marketable securities | 76,583 | 81,458 |
| Accounts receivable and unbilled costs, net of allowance for doubtful accounts of $80 and $129 at June 30, 2026 and March 31, 2026, respectively | 79,966 | 151,473 |
| Inventories and deferred costs | 20,909 | 13,321 |
| Prepaid income taxes | 16,095 | 6,159 |
| Prepaid expenses and other current assets | 25,877 | 28,972 |
| Total current assets | 772,258 | 867,882 |
| Fixed assets, net | 26,158 | 23,558 |
| Operating lease right-of-use assets | 36,026 | 35,553 |
| Goodwill | 1,096,593 | 1,070,592 |
| Intangible assets, net | 226,733 | 214,295 |
| Deferred income taxes | 99,219 | 93,735 |
| Long-term marketable securities | 39,062 | 37,188 |
| Other assets | 14,789 | 11,714 |
| Total assets | $2,310,838 | $2,354,517 |
| Liabilities and Stockholders’ Equity | | |
| Current liabilities: | | |
| Accounts payable | $23,536 | $23,492 |
| Accrued compensation | 61,162 | 84,515 |
| Accrued other | 13,451 | 20,012 |
| Income taxes payable | 805 | 1,655 |
| Deferred revenue and customer deposits | 313,327 | 330,601 |
| Current portion of operating lease liabilities | 10,836 | 9,874 |
| Total current liabilities | 423,117 | 470,149 |
| Other long-term liabilities | 6,430 | 6,568 |
| Deferred tax liability | 2,189 | 2,225 |
| Accrued long-term retirement benefits | 27,938 | 28,336 |
| Long-term deferred revenue and customer deposits | 158,996 | 168,261 |
| Operating lease liabilities, net of current portion | 29,144 | 29,718 |
| Total liabilities | 647,814 | 705,257 |
| Commitments and contingencies (Note 14) | | |
| Stockholders’ equity: | | |
| Preferred stock, $0.001 par value: 5,000,000 authorized; none issued or outstanding | — | — |
| Common stock, $0.001 par value: 300,000,000 authorized; 138,474,142 and 136,628,693 issued and 72,700,450 and 71,464,664 outstanding | 138 | 136 |
| Additional paid-in capital | 3,342,802 | 3,325,400 |
| Accumulated other comprehensive income | 3,893 | 4,032 |
| Treasury stock at cost, 65,773,692 and 65,164,029 | (1,756,732) | (1,731,396) |
| Retained earnings | 72,923 | 51,088 |
| Total stockholders’ equity | 1,663,024 | 1,649,260 |
| Total liabilities and stockholders’ equity | $2,310,838 | $2,354,517 |
The accompanying notes are an integral part of these consolidated financial statements.
**NetScout Systems, Inc.**
### Consolidated Statements of Operations
_(In thousands, except for per share data) · (Unaudited)_
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Revenue: | | |
| Product | $86,006 | $72,993 |
| Service | 124,417 | 113,754 |
| Total revenue | 210,423 | 186,747 |
| Cost of revenue: | | |
| Product | 9,672 | 11,925 |
| Service | 34,818 | 31,497 |
| Total cost of revenue | 44,490 | 43,422 |
| Gross profit | 165,933 | 143,325 |
| Operating expenses: | | |
| Research and development | 42,354 | 39,789 |
| Sales and marketing | 72,751 | 70,595 |
| General and administrative | 25,716 | 27,857 |
| Amortization of acquired intangible assets | 10,610 | 11,119 |
| Restructuring charges | 25 | 529 |
| Total operating expenses | 151,456 | 149,889 |
| Income (loss) from operations | 14,477 | (6,564) |
| Interest and other income, net: | | |
| Interest income | 4,329 | 3,211 |
| Interest expense | (431) | (415) |
| Other income, net | 583 | 940 |
| Total interest and other income, net | 4,481 | 3,736 |
| Income (loss) before income tax (benefit) expense | 18,958 | (2,828) |
| Income tax (benefit) expense | (2,877) | 851 |
| Net income (loss) | $21,835 | $(3,679) |
| Basic net income (loss) per share | $0.30 | $(0.05) |
| Diluted net income (loss) per share | $0.29 | $(0.05) |
| Weighted average common shares outstanding used in computing: | | |
| Net income (loss) per share - basic | 71,812 | 71,729 |
| Net income (loss) per share - diluted | 74,597 | 71,729 |
The accompanying notes are an integral part of these consolidated financial statements.
**NetScout Systems, Inc.**
### Consolidated Statements of Comprehensive Income (Loss)
_(In thousands) · (Unaudited)_
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Net income (loss) | $21,835 | $(3,679) |
| Other comprehensive income (loss): | | |
| Cumulative translation adjustments | 45 | 143 |
| Changes in market value of investments: | | |
| Changes in unrealized losses, net of related tax effects | (129) | (1) |
| Total net change in market value of investments | (129) | (1) |
| Changes in market value of derivatives: | | |
| Changes in market value of derivatives, net of related tax effects | (116) | 252 |
| Reclassification adjustment for net gains (losses) included in net income (loss), net of related tax effects | 61 | (130) |
| Total net change in market value of derivatives | (55) | 122 |
| Other comprehensive income (loss) | (139) | 264 |
| Comprehensive income (loss) | $21,696 | $(3,415) |
The accompanying notes are an integral part of these consolidated financial statements.
NetScout Systems, Inc.
Consolidated Statements of Stockholders' Equity
(In thousands, except for per share data)
(Unaudited)
_Three Months Ended June 30, 2026_
| Line item | Common stock / Shares | Common stock / Par Value | Additional Paid / In Capital | Accumulated Other Comprehensive / Income | Treasury stock / Shares | Treasury stock / Stated Value | Retained / Earnings | Total Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, March 31, 2026 | 136,628,693 | $136 | $3,325,400 | $4,032 | 65,164,029 | $(1,731,396) | $51,088 | $1,649,260 |
| Net income | | | | | | | 21,835 | 21,835 |
| Unrealized net investment losses | | | | (129) | | | | (129) |
| Unrealized net losses on derivative financial instruments | | | | (55) | | | | (55) |
| Cumulative translation adjustments | | | | 45 | | | | 45 |
| Issuance of common stock pursuant to vesting of restricted stock units | 1,845,449 | 2 | | | | | | 2 |
| Stock-based compensation expense for restricted stock units granted to employees | | | 17,402 | | | | | 17,402 |
| Shares withheld for employee taxes related to equity awards | | | | | 609,663 | (25,336) | | (25,336) |
| Balance, June 30, 2026 | 138,474,142 | $138 | $3,342,802 | $3,893 | 65,773,692 | $(1,756,732) | $72,923 | $1,663,024 |
_Three Months Ended June 30, 2025_
| Line item | Common stock / Shares | Common stock / Par Value | Additional Paid / In Capital | Accumulated Other Comprehensive / Income | Treasury stock / Shares | Treasury stock / Stated Value | Accumulated / Deficit | Total Stockholders’ / Equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, March 31, 2025 | 134,038,262 | $134 | $3,255,333 | $4,073 | 61,978,025 | $(1,654,702) | $(44,443) | $1,560,395 |
| Net loss | | | | | | | (3,679) | (3,679) |
| Unrealized net investment losses | | | | (1) | | | | (1) |
| Unrealized net gains on derivative financial instruments | | | | 122 | | | | 122 |
| Cumulative translation adjustments | | | | 143 | | | | 143 |
| Issuance of common stock pursuant to vesting of restricted stock units | 1,818,829 | 1 | | | | | | 1 |
| Stock-based compensation expense for restricted stock units granted to employees | | | 19,349 | | | | | 19,349 |
| Shares withheld for employee taxes related to equity awards | | | | | 597,115 | (13,765) | | (13,765) |
| Repurchase of treasury stock | | | | | 761,249 | (15,014) | | (15,014) |
| Balance, June 30, 2025 | 135,857,091 | $135 | $3,274,682 | $4,337 | 63,336,389 | $(1,683,481) | $(48,122) | $1,547,551 |
The accompanying notes are an integral part of these consolidated financial statements
**NetScout Systems, Inc.**
### Consolidated Statements of Cash Flows
_(In thousands) · (Unaudited)_
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Cash flows from operating activities: | | |
| Net income (loss) | $21,835 | $(3,679) |
| Adjustments to reconcile net income (loss) to cash provided by operating activities: | | |
| Depreciation and amortization | 14,438 | 14,457 |
| Operating lease right-of-use asset | 2,422 | 2,497 |
| Loss on disposal of fixed assets | 4 | 5 |
| Accretion of discounts on marketable securities | (515) | — |
| Share-based compensation expense | 17,965 | 19,959 |
| Deferred income taxes | (4,221) | (6,432) |
| Gain on equity investment | — | (2,501) |
| Unrealized foreign exchange losses | 367 | — |
| Realized (gains) losses on derivatives | (21) | 11 |
| Changes in assets and liabilities | | |
| Accounts receivable and unbilled costs | 79,016 | 71,804 |
| Inventories and deferred costs | (7,614) | (1,053) |
| Prepaid expenses and other assets | (6,500) | (1,183) |
| Accounts payable | 301 | (3,752) |
| Accrued compensation and other expenses | (31,705) | (10,116) |
| Operating lease liabilities | (2,507) | (2,974) |
| Income taxes payable | (932) | 492 |
| Deferred revenue | (31,563) | (3,983) |
| Net cash provided by operating activities | 50,770 | 73,552 |
| Cash flows from investing activities: | | |
| Purchase of marketable securities and investments | (20,161) | (29,031) |
| Proceeds from sales and maturities of marketable securities | 23,750 | 13,618 |
| Purchase of fixed assets | (3,491) | (1,878) |
| Acquisition of business | (55,000) | — |
| Capitalized software development costs | (2,948) | — |
| Net cash used in investing activities | (57,850) | (17,291) |
| Cash flows from financing activities: | | |
| Issuance of common stock under stock plans | 2 | 1 |
| Treasury stock repurchases | — | (15,014) |
| Tax withholdings on restricted stock units | (25,336) | (13,765) |
| Net cash used in financing activities | (25,334) | (28,778) |
| Effect of exchange rate changes on cash and cash equivalents | (1,257) | 4,674 |
| Net (decrease) increase in cash and cash equivalents | (33,671) | 32,157 |
| Cash and cash equivalents, beginning of period | 586,499 | 457,415 |
| Cash and cash equivalents, end of period | $552,828 | $489,572 |
| Supplemental disclosures: | | |
| Cash paid for income taxes | $12,215 | $8,530 |
| Non-cash transactions: | | |
| Transfers of inventory to fixed assets | $492 | $476 |
| Additions to property, plant and equipment included in accounts payable | $203 | $457 |
| Stock-based compensation included in fixed assets and other assets | $490 | — |
The accompanying notes are an integral part of these consolidated financial statements.
### NetScout Systems, Inc.
### Notes to Consolidated Financial Statements
(Unaudited)
### NOTE 1 – BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been prepared by NetScout Systems, Inc. (NetScout or the Company). Certain information and footnote disclosures normally included in financial statements prepared under United States generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, the unaudited interim consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company's financial position and stockholders' equity, results of operations and cash flows. The year-end consolidated balance sheet data and statement of stockholders' equity were derived from the Company's audited financial statements, but do not include all disclosures required by GAAP. The results reported in these unaudited interim consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. All significant intercompany accounts and transactions are eliminated in consolidation.
These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026 filed with the SEC on May 14, 2026.
#### Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies disclosed in Note 2 - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
#### Recently Adopted Accounting Standard
The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, during the first quarter of fiscal year ended March 31, 2027. This ASU allows companies to elect a practical expedient to simplify the measurement of credit losses for certain receivables and contract assets. The Company elected to apply the practical expedient prospectively. The adoption of this ASU had no impact on the Company’s consolidated financial statements.
#### Accounting Standards Issued and Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which include purchases of inventory, employee compensation, depreciation, and intangible asset amortization that are included on the face of the statements of income. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 is effective for the Company beginning with its fiscal year ending March 31, 2028. The Company is in the process of evaluating the impact that the adoption of ASU 2024-03 will have on its disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles (Subtopic 350-40): Update to modernize the accounting for internal-use software costs. ASU 2025-06 removes all references to software project development stages and clarifies the recognition threshold that entities must meet to begin capitalizing costs. ASU 2025-06 is effective for the Company beginning with its fiscal year ending March 31, 2029. The Company is currently evaluating the impact of this standard and does not expect the adoption of ASU 2025-06 to have a material impact on its consolidated financial statements and disclosures.
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
### NOTE 2 – BUSINESS COMBINATION
#### DigiCert DDoS Protection Business Acquisition
On May 1, 2026, the Company acquired the assets and certain liabilities comprising DigiCert, Inc.'s distributed denial-of-service ("DDoS") protection business pursuant to an Asset Purchase Agreement (the "Acquisition").
The aggregate purchase price was $55.0 million, which consisted of $55.0 million cash consideration paid at closing, pending the final determination of any post-closing net working capital adjustment. The results of operations of the acquired business have been included in the Company's consolidated financial statements from May 1, 2026.
The acquisition has been accounted for as a business combination under Accounting Standards Codification 805, Business Combinations. Goodwill and intangible assets recorded as part of the acquisition are deductible for tax purposes. The Company determined that the results of operations related to the DDoS business are not material. As such, the pro forma information is not required for the period ended June 30, 2026. The following table summarizes the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date (in thousands):
| | |
| --- | --- |
| Accounts receivable | $7,539 |
| Prepaid expenses and other current assets | 484 |
| Deferred tax assets | 1,200 |
| Operating lease right-of-use assets | 2,730 |
| Property and equipment | 3,115 |
| Customer relationships intangible asset | 24,300 |
| Total assets acquired | $39,368 |
| Accounts payable | $(512) |
| Deferred revenue | (4,988) |
| Current portion of operating lease liabilities | (1,057) |
| Other current liabilities | (681) |
| Long-term deferred revenue | (135) |
| Operating lease liabilities, net of current portion | (1,673) |
| Total liabilities assumed | (9,046) |
| Net identifiable assets acquired | 30,322 |
| Goodwill | 24,678 |
| Total purchase price | $55,000 |
The fair value of the intangible asset was based on a valuation using an income approach. The underlying assumptions include the estimated cash flows to be generated by the existing customer relationships. This fair value measurement was based on significant inputs not observable in the market and thus represents Level 3 fair value measurement. Customer relationship intangible assets are subject to amortization and will be amortized on a straight-line basis over an estimated useful life of 15 years, representing the period over which the Company expects to benefit from the acquired customer relationships.
From the acquisition date through June 30, 2026, the acquired assets did not contribute material revenue or net income to the Company’s consolidated results of operations.
The purchase price allocation is preliminary because the Company is continuing to evaluate the fair values of certain acquired assets and assumed liabilities and working capital balances. For changes in the valuation of intangible assets between the preliminary and final purchase price allocation, the related amortization is adjusted in the period it occurs. Measurement-period adjustments will be recorded in the period identified, with a corresponding adjustment to goodwill. The Company expects to finalize the acquisition accounting during the measurement period, which may extend up to one year from the acquisition date. Subsequent to the
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
measurement period, any adjustment to assets acquired or liabilities assumed is included in operating results in the period in which the adjustment is identified.
### NOTE 3 – REVENUE
#### Deferred Revenue
During the three months ended June 30, 2026, the Company recognized revenue of $107.5 million related to the Company's deferred revenue balance reported at March 31, 2026.
#### Performance Obligations
The Company did not have any material variable consideration such as obligations for returns, refunds or warranties at June 30, 2026.
At June 30, 2026, the Company had total deferred revenue and customer deposits of $472.3 million, which represents the aggregate total contract price allocated to undelivered performance obligations. The Company expects to recognize $313.3 million, or 66 %, of this revenue during the next 12 months, and expects to recognize the remaining $159.0 million, or 34 %, of this revenue thereafter.
The Company did not have material significant financing components, or variable consideration or performance obligations satisfied in a prior period recognized during the three months ended June 30, 2026.
#### Costs to Obtain Contracts
At June 30, 2026, the consolidated balance sheet included $12.2 million in assets related to sales commissions to be expensed in future periods. A balance of $6.6 million was included in prepaid expenses and other current assets, and a balance of $5.6 million was included in other assets in the Company's consolidated balance sheet at June 30, 2026. At March 31, 2026, the consolidated balance sheet included $10.9 million in assets related to sales commissions to be expensed in future periods. A balance of $6.0 million was included in prepaid expenses and other current assets, and a balance of $4.9 million was included in other assets in the Company's consolidated balance sheet at March 31, 2026.
During the three months ended June 30, 2026 and 2025, the Company recognized $2.2 million and $1.9 million of amortization related to this sales commission asset, which is included in the sales and marketing expense line in the Company's consolidated statements of operations.
#### Allowance for Credit Losses
The Company continually monitors collections from its customers. The Company evaluates the collectability of its accounts receivable and determines the appropriate allowance for credit losses based on a combination of factors, including but not limited to, analysis of the aging schedules, past due balances, historical collection experience and prevailing economic conditions.
The following table summarizes the activity in the allowance for credit losses (in thousands):
| | |
| --- | --- |
| Balance at March 31, 2026 | $129 |
| Additions resulting in charges to operations | 3 |
| Recoveries to other accounts | (52) |
| Balance at June 30, 2026 | $80 |
### NOTE 4 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of marketable securities and investments, trade accounts receivable and accounts payable. The Company's cash, cash equivalents, marketable securities and investments are placed with financial institutions with high credit standings.
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
At June 30, 2026, no channel partners and no direct customers accounted for 10% or more of the accounts receivable balance. At March 31, 2026, one channel partner and no direct customers accounted for more than 10% of the accounts receivable balance.
During the three months ended June 30, 2026, and June 30, 2025, no channel partners and no direct customers accounted for 10% or more of the Company's total revenue.
Historically, the Company has not experienced any significant failure of its customers' ability to meet their payment obligations, nor does the Company anticipate material non-performance by its customers in the future; accordingly, the Company does not require collateral from its customers. However, if the Company's assumptions are incorrect, there could be an adverse impact on its allowance for credit losses.
### NOTE 5 – SHARE-BASED COMPENSATION
On September 10, 2025, the Company's stockholders approved an amendment and restatement of the 2019 Equity Incentive Plan (Amended 2019 Plan) to further increase the number of shares reserved for issuance by 3,500,000 from 27,794,651 shares to 31,294,651 shares. As of June 30, 2026, an aggregate of 6,063,690 shares remained available for grant under the Amended 2019 Plan.
Employee Stock Purchase Plan (ESPP) – During the three months ended June 30, 2026, no shares were purchased under the ESPP.
The following is a summary of share-based compensation expense including restricted stock units and performance-based restricted stock units granted pursuant to the Company's Amended 2019 Plan, and employee stock purchases made under the ESPP, based on estimated fair values within the applicable cost and expense lines identified below (in thousands):
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Cost of product revenue | $403 | $413 |
| Cost of service revenue | 2,714 | 2,747 |
| Research and development | 5,310 | 5,532 |
| Sales and marketing | 6,242 | 6,889 |
| General and administrative | 3,296 | 4,378 |
| | $17,965 | $19,959 |
### NOTE 6 – CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES AND INVESTMENTS
Cash and cash equivalents mainly consisted of U.S. government and municipal obligations, commercial paper, agency bonds, money market instruments and cash maintained with various financial institutions at June 30, 2026 and March 31, 2026.
#### Marketable Securities
The following is a summary of marketable securities held by the Company at June 30, 2026, classified as short-term and long-term (in thousands):
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
| Line item | Amortized Cost | Unrealized (Losses) | Fair Value |
| --- | --- | --- | --- |
| Type of security: | | | |
| Commercial paper | $41,028 | — | $41,028 |
| U.S. government and municipal obligations | 13,061 | (28) | $13,033 |
| Agency bonds | 8,488 | (9) | $8,479 |
| Certificates of deposit | 7,836 | — | $7,836 |
| Corporate bonds | 6,226 | (19) | $6,207 |
| Total short-term marketable securities | 76,639 | (56) | 76,583 |
| Agency bonds | 33,405 | (226) | 33,179 |
| U.S. government and municipal obligations | 5,895 | (12) | $5,883 |
| Total long-term marketable securities | 39,300 | (238) | 39,062 |
| Total marketable securities | $115,939 | $(294) | $115,645 |
The following is a summary of marketable securities held by the Company at March 31, 2026, classified as short-term and long-term (in thousands):
| Line item | Amortized Cost | Unrealized (Losses) | Fair Value |
| --- | --- | --- | --- |
| Type of security: | | | |
| Commercial paper | $48,793 | — | $48,793 |
| U.S. government and municipal obligations | 12,050 | (3) | 12,047 |
| Agency bonds | 8,413 | (2) | 8,411 |
| Corporate bonds | 6,169 | (10) | 6,159 |
| Certificates of deposit | 6,048 | — | 6,048 |
| Total short-term marketable securities | 81,473 | (15) | 81,458 |
| Agency bonds | 33,254 | (101) | 33,153 |
| U.S. government and municipal obligations | 4,045 | (10) | 4,035 |
| Total long-term marketable securities | 37,299 | (111) | 37,188 |
| Total marketable securities | $118,772 | (126) | $118,646 |
Contractual maturities of the Company's marketable securities held at June 30, 2026 and March 31, 2026 were as follows (in thousands):
| Line item | June 30,2026 | March 31,2026 |
| --- | --- | --- |
| Available-for-sale securities: | | |
| Due in 1 year or less | $76,583 | $81,458 |
| Due after 1 year through 5 years | 39,062 | 37,188 |
| | $115,645 | $118,646 |
#### Investments
On August 4, 2025, the Company sold its entire equity investment in Napatech, receiving cash proceeds of $11.8 million. During the three months ended June 30, 2025, the Company recognized a $2.5 million gain, on the Napatech equity investment in other (expense) income, net. For the three months ended June 30, 2025, the unrealized gain related to foreign currency translation on the equity investment in Napatech was $1.0 million.
### NOTE 7 – FAIR VALUE MEASUREMENTS
The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs. The following tables present
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
the Company's financial assets and liabilities measured on a recurring basis using the fair value hierarchy at June 30, 2026 and March 31, 2026 (in thousands):
_June 30, 2026_
| Line item | Fair Value Measurements at / Level 1 | Fair Value Measurements at / Level 2 | Fair Value Measurements at / Level 3 | Fair Value Measurements at / Total |
| --- | --- | --- | --- | --- |
| ASSETS: | | | | |
| Cash and cash equivalents | $483,776 | $69,052 | — | $552,828 |
| Agency bonds | 41,658 | — | — | 41,658 |
| Commercial paper | — | 41,028 | — | 41,028 |
| U.S. government and municipal obligations | 18,916 | — | — | 18,916 |
| Certificates of deposit | — | 7,836 | — | 7,836 |
| Corporate bonds | 6,207 | — | — | 6,207 |
| Derivative financial instruments | — | 18 | — | 18 |
| | $550,557 | $117,934 | — | $668,491 |
| LIABILITIES: | | | | |
| Derivative financial instruments | — | $(306) | — | $(306) |
| | — | $(306) | — | $(306) |
_March 31, 2026_
| Line item | Fair Value Measurements at / Level 1 | Fair Value Measurements at / Level 2 | Fair Value Measurements at / Level 3 | Fair Value Measurements at / Total |
| --- | --- | --- | --- | --- |
| ASSETS: | | | | |
| Cash and cash equivalents | $531,929 | $54,570 | — | $586,499 |
| Commercial paper | — | 48,793 | — | 48,793 |
| Agency bonds | 41,564 | — | — | 41,564 |
| U.S. government and municipal obligations | 16,082 | — | — | 16,082 |
| Corporate bonds | 6,159 | — | — | 6,159 |
| Certificates of deposit | — | 6,048 | — | 6,048 |
| Derivative financial instruments | — | 22 | — | 22 |
| | $595,734 | $109,433 | — | $705,167 |
| LIABILITIES: | | | | |
| Derivative financial instruments | — | $(258) | — | $(258) |
| | — | $(258) | — | $(258) |
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including marketable securities and derivative financial instruments.
The Company's Level 1 investments are classified as such because they are valued using quoted market prices or alternative pricing sources with reasonable levels of price transparency.
The Company's Level 2 investments are classified as such because they are valued using observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets in markets that are not active.
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
### NOTE 8 – INVENTORIES AND DEFERRED COSTS Inventories consist of the following (in thousands):
| Line item | June 30, 2026 | March 31, 2026 |
| --- | --- | --- |
| Raw materials | $13,408 | $7,516 |
| Work in process | 61 | — |
| Finished goods | 5,727 | 4,035 |
| Deferred costs | 1,713 | 1,770 |
| | $20,909 | $13,321 |
### NOTE 9 – GOODWILL AND INTANGIBLE ASSETS
#### Goodwill
At June 30, 2026 and March 31, 2026, the carrying amounts of goodwill were $1.1 billion.
The change in the carrying amount of goodwill for the three months ended June 30, 2026 is primarily due to the May 1, 2026 DigiCert DDoS protection business acquisition.
The following table summarizes the changes in the carrying amount of goodwill for the three months ended June 30, 2026 as follows (in thousands):
| | |
| --- | --- |
| Balance at March 31, 2026 | $1,070,592 |
| Goodwill acquired during the period | 24,678 |
| Foreign currency translation impact | 1,323 |
| Balance at June 30, 2026 | $1,096,593 |
#### Intangible Assets
The net carrying amounts of intangible assets were $226.7 million and $214.3 million at June 30, 2026 and March 31, 2026, respectively.
Intangible assets include the following amortizable intangible assets at June 30, 2026 (in thousands):
| Line item | Cost | Accumulated Amortization | Net |
| --- | --- | --- | --- |
| Developed technology | $249,632 | $(246,265) | $3,367 |
| Customer relationships | 792,683 | (574,181) | 218,502 |
| Distributor relationships | 5,183 | (4,511) | 672 |
| Definite lived trade name | 57,894 | (53,843) | 4,051 |
| Core technology | 7,192 | (7,192) | — |
| Capitalized software | 3,317 | (3,317) | — |
| Other | 1,208 | (1,067) | 141 |
| | $1,117,109 | $(890,376) | $226,733 |
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Intangible assets include the following amortizable intangible assets at March 31, 2026 (in thousands):
| Line item | Cost | Accumulated Amortization | Net |
| --- | --- | --- | --- |
| Developed technology | $250,068 | $(246,330) | $3,738 |
| Customer relationships | 769,934 | (564,880) | 205,054 |
| Distributor relationships | 5,209 | (4,457) | 752 |
| Definite lived trademark and trade name | 57,962 | (53,356) | 4,606 |
| Core technology | 7,192 | (7,192) | — |
| Capitalized software | 3,317 | (3,317) | — |
| Other | 1,208 | (1,063) | 145 |
| | $1,094,890 | $(880,595) | $214,295 |
Amortization included as cost of product revenue consists of amortization of developed technology, distributor relationships and technology licenses. Amortization included as cost of service revenue consists of customer relationships. Amortization included as operating expense consists of all other intangible assets. The following table provides a summary of amortization expense for the three months ended June 30, 2026 and 2025 (in thousands):
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Amortization of intangible assets included as: | | |
| Cost of product revenue | $451 | $630 |
| Cost of service revenue | 270 | — |
| Operating expense | 10,610 | 11,124 |
| | $11,331 | $11,754 |
The following is the expected future amortization expense at June 30, 2026 for the fiscal years ending March 31 (in thousands):
| | |
| --- | --- |
| $2027 (remaining nine months) | $34,322 |
| 2028 | 42,797 |
| 2029 | 33,371 |
| 2030 | 30,474 |
| 2031 | 24,872 |
| Thereafter | 60,897 |
| | $226,733 |
### NOTE 10 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The notional amounts and fair values of derivative instruments used to manage foreign cash flow exposures in the consolidated balance sheets at June 30, 2026 and March 31, 2026 were as follows (in thousands):
| Line item | Notional Amounts (a) / June 30, 2026 | Notional Amounts (a) / March 31, 2026 | Prepaid Expenses and Other Current Assets / June 30, 2026 | Prepaid Expenses and Other Current Assets / March 31, 2026 | Accrued Other / June 30, 2026 | Accrued Other / March 31, 2026 |
| --- | --- | --- | --- | --- | --- | --- |
| Derivatives designated as hedging instruments: | | | | | | |
| Forward contracts | $11,387 | $11,023 | $18 | $22 | $306 | $258 |
| | $11,387 | $11,023 | $18 | $22 | $306 | $258 |
(a) Notional amounts represent the gross contract/notional amount of the derivatives outstanding.
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The following table provides the effect foreign exchange forward contracts had on other comprehensive income (loss), and results of operations for the three months ended June 30, 2026 and 2025 (in thousands):
| Line item | Gain (Loss) Recognized in OCI on Derivative (a) / June 30, 2026 | Gain (Loss) Recognized in OCI on Derivative (a) / June 30, 2025 | Gain (Loss) Reclassified from Accumulated OCI into Income (b) / Location | Gain (Loss) Reclassified from Accumulated OCI into Income (b) / June 30, 2026 | Gain (Loss) Reclassified from Accumulated OCI into Income (b) / June 30, 2025 |
| --- | --- | --- | --- | --- | --- |
| Forward contracts | $(153) | $330 | Research and development | $49 | $(2) |
| | | | Sales and marketing | 31 | (168) |
| | $(153) | $330 | | $80 | $(170) |
(a)
The amount represents the change in fair value of derivative contracts due to changes in spot rates.
(b)
The amount represents reclassification from other comprehensive income (loss) to earnings that occurs when the hedged item affects earnings.
The Company had no forward exchange contracts not designated as hedging instruments during the three months ended June 30, 2026 and 2025.
### NOTE 11 – LONG-TERM DEBT
On October 4, 2024, the Company entered into the Third Amended and Restated Credit Agreement, which provides for a $600.0 million senior secured revolving credit facility maturing on October 4, 2029. At June 30, 2026 and March 31, 2026, there were no amounts outstanding under the Third Amended and Restated Credit Agreement.
The Third Amended and Restated Credit Agreement requires the Company to maintain a certain consolidated net leverage ratio. The Company's consolidated net leverage ratio is the ratio of its Consolidated Total Debt minus the lesser of unrestricted cash and 125% of adjusted consolidated EBITDA compared to its adjusted consolidated EBITDA. The Company's maximum consolidated net leverage ratio is 4.00 to 1.00. These covenants and limitations are more fully described in the Third Amended and Restated Credit Agreement. At June 30, 2026, the Company was in compliance with all covenants, including the specified total consolidated net leverage ratio range of 4.00 to 1.00.
The Company had unamortized capitalized debt issuance costs, net of $2.4 million at June 30, 2026, which are being amortized over the life of the revolving credit facility. The unamortized capitalized debt issuance costs balance of $0.7 million was included as prepaid expenses and other current assets and a balance of $1.7 million was included as other assets in the Company's consolidated balance sheet at June 30, 2026.
### NOTE 12 – RESTRUCTURING CHARGES
During the fiscal year 2025, the Company implemented a voluntary separation program (VSP) for employees who met certain age and service requirements to reduce overall headcount. As a result of the related workforce reduction, the Company recorded restructuring charges of $19.6 million to one-time termination benefits for one hundred forty-two employees who voluntarily terminated their employment with the Company during the fiscal year ended March 31, 2025. All one-time termination benefits were paid in full during the first quarter of the fiscal year ending March 31, 2026.
In addition to the VSP, during the third quarter of fiscal year 2025, the Company entered into transition agreements that provided termination benefits for certain employees to ensure an orderly transition of responsibilities for continuity purposes. As a result of the related workforce changes, during the fiscal year ended March 31, 2026, the Company recorded restructuring charges totaling $0.9 million. During the three months ended June 30, 2026, the Company recorded restructuring charges of less than $0.1 million. The Company estimates approximately $0.1 million in remaining additional restructuring charges that will be recorded through the fiscal year ending March 31, 2027.
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The following table provides a summary of the activity related to the restructuring plan and the related restructuring liability (in thousands):
| Line item | VSP / Employee-Related |
| --- | --- |
| Balance at March 31, 2026 | $140 |
| Restructuring charges to operations | 25 |
| Balance at June 30, 2026 | $165 |
### NOTE 13 – LEASES
The components of operating lease cost for the three months ended June 30, 2026 and 2025, respectively, were as follows (in thousands):
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Lease cost: | | |
| Lease cost under long-term operating leases | $2,630 | $2,853 |
| Lease cost under short-term operating leases | 467 | 336 |
| Variable lease cost under short-term and long-term operating leases | 1,019 | 962 |
| Total operating lease cost | $4,116 | $4,151 |
The table below presents supplemental cash flow information related to leases during the three months ended June 30, 2026 and 2025 (in thousands):
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Right-of-use assets obtained in exchange for new operating lease liabilities | $123 | $767 |
At June 30, 2026 and March 31, 2026, the weighted average remaining lease term in years and weighted average discount rate were as follows:
| Line item | June 30, 2026 | March 31, 2026 |
| --- | --- | --- |
| Weighted average remaining lease term in years - operating leases | 3.96 | 4.18 |
| Weighted average discount rate - operating leases | 4.4% | 4.4% |
Future minimum payments under non-cancellable leases at June 30, 2026 are as follows (in thousands):
| Year ending March 31: | |
| --- | --- |
| $2027 (remaining nine months) | $8,611 |
| 2028 | 11,371 |
| 2029 | 10,143 |
| 2030 | 8,222 |
| 2031 | 4,479 |
| Thereafter | 646 |
| Total lease payments | $43,472 |
| Less imputed interest | $(3,492) |
| Present value of lease liabilities | $39,980 |
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
### NOTE 14 – COMMITMENTS AND CONTINGENCIES
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. In the opinion of management, none of the Company’s current legal proceedings and claims, if determined adversely and based on the information known to the management as of the date of this Quarterly Report, is expected to have a material adverse effect on our financial condition, results of operations or cash flows.
### NOTE 15 – TREASURY STOCK
There was no share repurchase during the three months ended June 30, 2026. At June 30, 2026, approximately 20.5 million shares of common stock remained available to be purchased under the current share repurchase program.
In connection with the delivery of shares of the Company's common stock upon vesting of restricted stock units, the Company withheld 0.6 million shares and 0.6 million shares at a cost of $25.3 million and $13.8 million, respectively, related to minimum statutory tax withholding requirements during the three months ended June 30, 2026 and 2025, respectively. These withholding transactions do not fall under the share repurchase programs described above, and therefore do not reduce the number of shares that are available for repurchase under those programs.
### NOTE 16 – NET INCOME (LOSS) PER SHARE
Calculations of the basic and diluted net income (loss) per share and potential common shares are as follows (in thousands, except for per share data):
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Numerator: | | |
| Net income (loss) | $21,835 | $(3,679) |
| Denominator: | | |
| Denominator for basic net income (loss) per share - weighted average shares outstanding | 71,812 | 71,729 |
| Dilutive common equivalent shares: | | |
| Weighted average restricted stock units and performance-based restricted stock units | 2,785 | - |
| Denominator for diluted net income (loss) per share- weighted average shares outstanding | 74,597 | 71,729 |
| Net income (loss) per share: | | |
| Basic net income (loss) per share | $0.30 | $(0.05) |
| Diluted net income (loss) per share | $0.29 | $(0.05) |
The following table sets forth restricted stock units excluded from the calculation of diluted net income (loss) per share, since their inclusion would be anti-dilutive (in thousands):
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Restricted stock units | 268 | 1,647 |
As the Company incurred a net loss during the three months ended June 30, 2025, all outstanding restricted stock units (including performance-based restricted stock units) have an anti-dilutive effect and are therefore excluded from the computation of diluted weighted average shares outstanding.
#### NetScout Systems, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
### NOTE 17 – INCOME TAXES
Generally, the Company's effective tax rate differs from the U.S. federal statutory income tax rate primarily due to foreign withholding taxes and U.S. taxation on foreign earnings, which are partially offset by research and development tax credits and the foreign derived intangible income deduction.
The Company's effective tax rates were (15.2)% and 30.1% for the three months ended June 30, 2026 and 2025, respectively. The effective tax rate for the three months ended June 30, 2026 differed from the effective tax rate for the three months ended June 30, 2025, primarily related to an increase in the forecasted benefit of the foreign derived intangible income deduction, a significant benefit related to stock compensation and a decrease in foreign withholding taxes.
### NOTE 18 – SEGMENT AND GEOGRAPHIC INFORMATION
The Company's operating segments are determined based on the units that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by the chief operating decision-maker (CODM). The Company's President and CEO is the CODM. Operating results are reviewed by the CODM at the consolidated entity level for the purpose of making resource allocation decisions and for evaluating financial performance, primarily by monitoring actual results compared to forecasted results as well as by reviewing year-over-year results. The Company's CODM evaluates company-wide performance and determines allocation of resources based on multiple performance measures, including but not limited to net income (loss).
The Company has determined it operates as a single operating segment and has one reportable segment which includes product and service revenue related to the sale of enterprise observability, carrier service assurance, cybersecurity, and DDoS protection solutions. The Company's results for the one reportable segment are the same as presented in the Company's consolidated statements of operations and there is no expense information that is supplemental to those disclosed in these consolidated financial statements, which are regularly provided to the CODM. The measure of segment assets is reported on the Company's consolidated balance sheet as total assets. Segment asset information is not used by the CODM to allocate resources.
The Company manages its business in the following geographic areas: United States, Europe, Asia and the rest of the world. The Company's policies mandate compliance with economic sanctions and export controls.
Total revenue by geography is as follows (in thousands):
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| United States | $124,754 | $100,504 |
| Europe | 35,980 | 30,714 |
| Asia | 13,576 | 15,050 |
| Rest of the world | 36,113 | 40,479 |
| | $210,423 | $186,747 |
The United States revenue includes sales to resellers in the United States. These resellers fulfill customer orders and may subsequently ship the Company's products to international locations. Further, the Company determines the geography of its sales after considering where the contract originated. A majority of revenue attributable to locations outside of the United States is a result of export sales. Substantially all of the Company's identifiable assets are located in the United States.
## Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission (SEC) on May 14, 2026 (Annual Report). This discussion contains forward-looking statements that involve risks and uncertainties. When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that could impact our business. In particular, we encourage you to review the risks and uncertainties described in Part I, Item 1A "Risk Factors" in our Annual Report. These risks and uncertainties could cause actual results to differ significantly from those projected in forward-looking statements contained in this report or implied by past results and trends. Forward-looking statements are statements that attempt to forecast or anticipate future developments in our business, financial condition or results of operations. See the section titled "Cautionary Statement Concerning Forward-Looking Statements" that appears at the beginning of this Quarterly Report. These statements, like all statements in this report, speak only as of the date of this Quarterly Report (unless another date is indicated), and, except as required by law, we undertake no obligation to update or revise these statements in light of future developments.
### Overview
We are an industry leader with over four decades of experience in providing enterprise network observability, carrier service assurance, AIOps, cybersecurity, and DDoS, protection solutions. Our unique visibility platform and solutions are powered by our pioneering DPI, technology at scale, which is used by many Fortune 500 companies to protect their digital business services against disruption. Service providers and enterprises, including local, state and federal government agencies, rely on our solutions to achieve the visibility and protection necessary to optimize network performance, ensure the delivery of high-quality, mission-critical applications and services, gain timely insight into the end-user experience, and protect their networks from attack. The majority of our solutions are designed to provide Smart Data, a high-fidelity, decision-grade data foundation derived from real-time network activity across legacy, hybrid, and cloud-native environments. This data is designed to enable a unified view of performance, availability, and security, support faster root-cause analysis and operational decision-making, and is increasingly used to inform broader observability platforms and automated and AI-driven workflows. With our offerings, customers can quickly, efficiently and effectively identify and resolve issues that result in downtime, service interruptions, poor service quality, or compromised data, thereby reducing mean time to resolution of issues and driving compelling returns on their investments in their networks and broader technology initiatives. Significant technology trends and catalysts for our business include the evolution of customers' digital transformation initiatives, such as migration to cloud environments and to the edges of their networks; the rapidly evolving cybersecurity threat landscape; advancements in artificial intelligence and business analytics that can enhance observability and are increasing the need for high-quality, real-time data to support automated and AI-driven operations; and the continued evolution and potential opportunities related to 5G technology across both the service provider and enterprise customer verticals.
Our operating results are affected by a variety of factors, including customer demand, product and services mix, pricing, operating costs, competition, and our ability to successfully execute our growth and strategic initiatives. See Part I, Item 1A, “Risk Factors” in our Annual Report for additional information regarding factors that may affect our business and operating results.
On May 1, 2026, the Company acquired the assets and certain liabilities comprising DigiCert, Inc.'s DDoS protection business pursuant to an Asset Purchase Agreement (the "Acquisition"). The Digicert DDoS protection business acquisition enhances the Company’s cybersecurity offerings and enables the integration of certain infrastructure of the Company’s Arbor Cloud network, while expanding its DDoS protection capabilities. The DigiCert DDoS protection business acquisition is expected to contribute approximately $20 million in annualized revenue from the acquisition date, while providing the Company with greater control of the Arbor Cloud network and a clearer path to scaling cloud-based services over time.
### Global and Macroeconomic Conditions
We continue to closely monitor current global and macroeconomic conditions, including the impacts of armed conflicts or warfare, global geopolitical tension, stock market volatility, industry-specific capital spending trends, exchange rate fluctuations, inflation, interest rates, international trade relations (including trade protection measures, such as tariffs and other trade barriers), and the risk of a recession, including the manner and extent to which they have impacted and could continue to impact our business, customers, employees, supply chain, and distribution network. In addition, our industry is experiencing AI-related supply-chain dynamics which could influence the timing and size of certain customer orders. The full extent of the impacts of these global and macroeconomic conditions remains dynamic. We remain optimistic but cognizant of ongoing macroeconomic dynamics and
constrained customer spending in the service provider market and firmly focused on driving product innovation, sustaining annual revenue growth, and enhancing margins through continued disciplined cost management as we navigate the current macroeconomic landscape. As a result, we have continued our efforts to manage discretionary costs and align spending with the current environment while we continue to execute on our long-term strategic plans.
Though we continue to monitor the impacts of evolving global and macroeconomic conditions on our business, we believe our current cash reserves and access to capital through our revolving credit facility leave us well-positioned to manage our business in today's environment. We expect net cash provided by operations combined with cash, cash equivalents, marketable securities and borrowing availability under our revolving credit facility to provide sufficient liquidity to fund current obligations, capital spending, and working capital requirements over at least the next twelve months. We continue to take actions to manage costs and increase productivity throughout our company, including managing discretionary spending and hiring activities, but are continuing to invest in areas that advance our business for the future. In addition to our cash equivalents, we had $600 million available under a revolving credit facility based on covenant levels at June 30, 2026.
### Results Overview
Total revenue increased $23.7 million, or 13%, for the three months ended June 30, 2026, as compared to total revenue for the three months ended June 30, 2025, driven by increases in both product and service revenue. Growth was primarily driven by demand for service assurance offerings from enterprise customer channels. U.S. revenue increased 24% while international revenue decreased 1%.
Our gross profit percentage increased 2 percentage points to 79 % during the three months ended June 30, 2026, as compared with the three months ended June 30, 2025, primarily due to increased product revenue growth and a more favorable product mix associated with increased licensing of our software products.
Net income for the three months ended June 30, 2026 was $21.8 million, as compared with a net loss for the three months ended June 30, 2025 of $3.7 million. The increase of $25.5 million in net income was primarily due to a $23.7 million increase in revenue, $3.7 million increase in tax benefit, $3.4 million increase in capitalized software, $1.1 million increase in interest income, partially offset by $11.8 million increase in employee-related expenses primarily due to an increase in variable incentive compensation.
At June 30, 2026, we had cash, cash equivalents, marketable securities and investments (current and non-current) of $668.5 million. This represents a decrease of $36.7 million from $705.1 million at March 31, 2026. This decrease was primarily due to $55.0 million used in the acquisition of the DDoS Protection Business of DigiCert, $25.3 million used for tax withholdings on restricted stock units, $20.2 million in purchases of marketable securities, and $3.5 million used for capital expenditures, partially offset by $50.8 million of net cash provided by operations, and $23.8 million in proceeds from the maturity of marketable securities during the three months ended June 30, 2026.
### Use of Non-GAAP Financial Measures
We supplement the United States GAAP financial measures we report in quarterly and annual earnings announcements, investor presentations and other investor communications by reporting the following non-GAAP measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP net income, non-GAAP diluted net income per share, and adjusted EBITDA. Non-GAAP gross profit removes expenses related to the amortization of acquired intangible assets, share-based compensation expense, and acquisition-related depreciation expense from gross profit (GAAP). Non-GAAP income from operations includes the aforementioned adjustments related to non-GAAP gross profit and also removes executive transition costs, and restructuring charges from income (loss) from operations (GAAP). Non-GAAP net income includes the foregoing adjustments related to non-GAAP income from operations, and also removes the income tax effects of such adjustments from net income (loss) (GAAP). Non-GAAP diluted net income per share is non-GAAP net income divided by total outstanding shares on a diluted basis. Adjusted EBITDA includes the aforementioned adjustments related to non-GAAP net income and also removes interest and other expense, income tax expense, and non-acquisition related depreciation from net income (GAAP). Beginning in the third quarter of fiscal year 2026, we have renamed non-GAAP EBITDA from operations to adjusted EBITDA. We now reconcile this metric to GAAP net income; however, the adjustments included, and the resulting amounts are unchanged from prior periods. This change is intended to align terminology with common market practice.
These non-GAAP measures are not prepared in accordance with GAAP, should not be considered an alternative for measures
prepared in accordance with GAAP (gross profit, income (loss) from operations, net income, and diluted net income per share), and may have limitations because they do not reflect all our results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. The presentation of non-GAAP information is not meant to be considered superior to, in isolation from, or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should not be used to evaluate our results of operations against those of our peers or other companies, as the definitions and calculations of our non-GAAP measures may not be the same as those used by other companies, even if the measures share the same name.
Management believes these non-GAAP financial measures will enhance the reader's overall understanding of our current financial performance and our prospects for the future by providing a higher degree of transparency for certain financial measures and providing a level of disclosure that helps investors understand how management plans and measures our business. We believe that providing these non-GAAP measures to investors provides them with a view of our operating results that may be more easily compared to peer companies and also enables investors to consider our operating results on both a GAAP and non-GAAP basis during and following the integration period of our acquisitions. Presenting the GAAP measures on their own may not be indicative of our core operating results. Furthermore, management believes that the presentation of non-GAAP measures when shown in conjunction with the corresponding GAAP measures provides useful information to management and investors regarding present and future business trends relating to our financial condition and results of operations.
The following table reconciles gross profit, income (loss) from operations, net income (loss) and net income (loss) per share on a GAAP and non-GAAP basis for the three months ended June 30, 2026 and 2025, respectively (dollars in thousands, except for per share data):
| Line item | Three months ended / June 30, 2026 | Three months ended / June 30, 2025 |
| --- | --- | --- |
| Revenue | $210,423 | $186,747 |
| GAAP gross profit | $165,933 | $143,325 |
| Share-based compensation expense | 3,117 | 3,160 |
| Amortization of acquired intangible assets | 642 | 550 |
| Acquisition related depreciation expense | — | 2 |
| Non-GAAP gross profit | $169,692 | $147,037 |
| GAAP income (loss) from operations | $14,477 | $(6,564) |
| Share-based compensation expense | 17,965 | 19,959 |
| Amortization of acquired intangible assets | 11,252 | 11,669 |
| Restructuring charges | 25 | 529 |
| Executive transition costs | — | 959 |
| Acquisition related depreciation expense | — | 12 |
| Non-GAAP income from operations | $43,719 | $26,564 |
| GAAP net income (loss) | $21,835 | $(3,679) |
| Share-based compensation expense | 17,965 | 19,959 |
| Amortization of acquired intangible assets | 11,252 | 11,669 |
| Restructuring charges | 25 | 529 |
| Executive transition costs | — | 959 |
| Acquisition-related depreciation expense | — | 12 |
| Income tax adjustments | (12,517) | (4,712) |
| Non-GAAP net income | $38,560 | $24,737 |
| GAAP diluted net income (loss) per share | $0.29 | $(0.05) |
| Per share impact of non-GAAP adjustments identified above | 0.23 | 0.39 |
| Non-GAAP diluted net income per share | $0.52 | $0.34 |
| GAAP net income (loss) | $21,835 | $(3,679) |
| Previous adjustments to determine non-GAAP net income | 16,725 | 28,416 |
| Non-GAAP net income | 38,560 | 24,737 |
| Interest and other (income) expense, net non-GAAP | (4,481) | (3,736) |
| Depreciation excluding acquisition related depreciation expense | 3,186 | 2,776 |
| Income tax expense non-GAAP | 9,640 | 5,563 |
| Adjusted EBITDA | $46,905 | $29,340 |
### Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
Our accounting policies for revenue recognition and the valuation of goodwill are based on, among other things, judgments and assumptions made by management that include inherent risks and uncertainties. There have been no significant changes to the above critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our Annual Report.
### Three Months Ended June 30, 2026 and 2025
### Revenue
Total revenue increased $23.7 million, or 13% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, driven by increases in both product and service revenue. Product revenue increased 18%, driven by increased enterprise demand for service assurance offerings, which included revenue related to U.S. Government agencies. Service revenue increased 9%, primarily due to the timing and composition of maintenance and contract renewals and to a lesser extent incremental revenue from the DigiCert DDoS protection business acquisition on May 1, 2026. U.S. revenue increased 24%, benefiting from increased enterprise and service provider demand while international revenue decreased 1%. By product line, service assurance revenue increased 20% due to an increase in revenue from enterprise and service provider customers that included the benefit in part from government-related orders, some of which were received earlier than anticipated. Cybersecurity revenue increased 1% due to incremental revenue from the DigiCert DDoS protection business acquisition partially offset by a decrease in product revenue from enterprise customers. From a customer-vertical perspective, enterprise revenue increased 19%, driven by an increase in both product and service revenue and service provider revenue increased 3%.
| Line item | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 / % of Revenue | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Revenue: | | | | |
| Product | $$72,993% | 39% | $13,013 | 18% |
| Service | 113,754% | 61% | 10,663 | 9% |
| Total revenue | $$186,747% | 100% | $23,676 | 13% |
Total revenue by geography was as follows:
| Line item | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 / % of Revenue | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| United States | $$100,504% | 54% | $24,250 | 24% |
| International: | | | | |
| Europe | 30,714% | 16% | 5,266 | 17% |
| Asia | 15,050% | 8% | (1,474) | (10 |
| Rest of the world | 40,479% | 22% | (4,366) | (11 |
| Subtotal international | 86,243% | 46% | (574) | (1 |
| Total revenue | $$186,747% | 100% | $23,676 | 13% |
Total revenue by product line was as follows:
| Line item | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 / % of Revenue | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Revenue: | | | | |
| Service assurance | $$118,330% | 63% | $23,298 | 20% |
| Cybersecurity | 68,417% | 37% | 378 | 1% |
| Total revenue | $$186,747% | 100% | $23,676 | 13% |
Total revenue by customer vertical was as follows:
| Line item | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 / % of Revenue | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Revenue: | | | | |
| Service provider | $$75,969% | 41% | $2,474 | 3% |
| Enterprise | 110,778% | 59% | 21,202 | 19% |
| Total revenue | $$186,747% | 100% | $23,676 | 13% |
### Cost of Revenue and Gross Profit
Cost of product revenue consists primarily of material components, personnel expenses, packaging materials, overhead and amortization of acquired developed technology. Cost of service revenue consists primarily of personnel, material, overhead and support costs.
| Line item | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 / % of Revenue | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Cost of revenue | | | | |
| Product | $$11,925% | 6% | $(2,253) | (19 |
| Service | 31,497% | 17% | 3,321 | 11% |
| Total cost of revenue | $$43,422% | 23% | $1,068 | 2% |
| Gross profit: | | | | |
| Product $ | $$61,068% | 33% | $15,266 | 25% |
| Product gross profit % | 84% | | | |
| Service $ | $$82,257% | 44% | $7,342 | 9% |
| Service gross profit % | 72% | | | |
| Total gross profit $ | $$143,325 | | $22,608 | 16% |
| Total gross profit % | 77% | | 2% | |
Product. The 19%, or $2.3 million, decrease in cost of product revenue for the three months ended June 30, 2026 compared to the same period last year was primarily due to a more favorable product mix associated with increased licensing of our software products.
Service. The 11%, or $3.3 million, increase in cost of service revenue for the three months ended June 30, 2026 compared to the same period last year was primarily driven by an increase in employee-related variable incentive compensation, and a $1.4 million increase in personnel costs driven by increased headcount from our DigiCert DDoS protection business acquisition. Our service gross profit percentage was consistent at 72% during the three months ended June 30, 2026 as compared with the three months ended June 30, 2025.
### Operating Expenses
| Three Months Ended / June 30, / (Dollars in Thousands) / 2026 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 / % of Revenue | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| $42,354 | $$39,789% | 21% | $2,565 | 6% |
| 72,751 | 70,595% | 38% | 2,156 | 3% |
| 25,716 | 27,857% | 15% | (2,141) | (8 |
| 10,610 | 11,119% | 6% | (509) | (5 |
| 25 | 529% | — | (504) | (95 |
| $151,456 | $$149,889% | 80% | $1,567 | 1% |
Research and development. Research and development expenses consist primarily of personnel expenses, fees for outside consultants, overhead and related expenses associated with the development of new products and the enhancement of existing products.
The 6%, or $2.6 million, increase in research and development expenses for the three months ended June 30, 2026 compared to the same period last year was primarily due to an increase in employee-related variable incentive compensation and an increase of $1.4 million in personnel costs driven by increased headcount from our DigiCert DDoS protection business acquisition, partially offset by an increase in capitalized software development costs.
Sales and marketing. Sales and marketing expenses consist primarily of personnel expenses and commissions, overhead and other expenses associated with selling activities and marketing programs such as trade shows, seminars, advertising and new product launch activities.
The 3%, or $2.2 million, increase in total sales and marketing expenses for the three months ended June 30, 2026 compared to the same period last year was primarily due to an increase in employee-related variable incentive compensation.
General and administrative. General and administrative expenses consist primarily of personnel expenses for executive, finance, legal and human resource employees, overhead and other corporate expenditures.
The 8%, or $2.1 million, decrease in general and administrative expenses for the three months ended June 30, 2026 compared to the same period last year was primarily due to a $1.1 million decrease in stock based compensation driven by the retirement of our former Chief Financial Officer and Chief Operating Officer, a $1.0 million decrease associated with the elimination of the costs associated with the previous one-year senior advisor roles of our former Chief Financial Officer and Chief Operating Officer, a $0.5 million decrease in professional service costs, a $0.5 million decrease in legal expenses, and a $0.4 million increase in software capitalization, partially offset by an increase in employee-related variable incentive compensation.
Interest and Other Income, Net. Interest and other income, net includes interest earned on our cash, cash equivalents and marketable securities, interest expense and other non-operating gains or losses.
| Three Months Ended / June 30, / (Dollars in Thousands) / 2026 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 / % of Revenue | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| $4,481 | $$3,736% | 2% | $745 | 20% |
The 20 %, or $0.7 million, increase in interest and other income (expense), net, for the three months ended June 30, 2026 compared to the same period last year was primarily due to a $1.8 million decrease in foreign exchange expense and a $1.1 million increase in interest, offset by a $2.5 million decrease in the change in fair value of our prior equity investment in Napatech that was sold in August 2025.
### Income Tax Expense
| Three Months Ended / June 30, / (Dollars in Thousands) / 2026 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 | Three Months Ended / June 30, / (Dollars in Thousands) / 2025 / % of Revenue | Change / $ | |
| --- | --- | --- | --- | --- |
| $(2,877) | $$851 | — % | $(3,728) | )% |
The effective tax rates were (15.2)% and 30.1% for the three months ended June 30, 2026 and 2025, respectively. The effective tax rate for the three months ended June 30, 2026 differed from the effective tax rate for the three months ended June 30, 2025, primarily related to an increase in the forecasted benefit of the foreign derived intangible income deduction, a significant benefit related to stock compensation and a decrease in foreign withholding taxes.
### Backlog
We produce our products on the basis of our forecast of near-term demand and maintain inventory in advance of receipt of firm orders from customers. We configure our products to customer specifications and generally deliver products shortly after receipt of the purchase order. Service engagements are also included in certain orders. Customers generally may reschedule or cancel unfulfilled orders with little or no penalty. Our total backlog at any particular time is not necessarily indicative of future sales levels. Within total backlog, fulfillable backlog includes what we consider to represent orders that are generally available to be delivered to customers as of the end of the reporting period. Delivery of our fulfillable backlog typically occurs early in the subsequent quarter. However, delivery may be delayed or accelerated due to various other reasons, including but not limited to, changes in timing of customer projects and product delivery schedules, which may not be within our control. Our total combined product backlog at June 30, 2026 was $32.9 million compared to $50.8 million at March 31, 2026. Combined product backlog included fulfillable backlog of $27.9 million and $45.8 million at June 30, 2026 and March 31, 2026, respectively.
### Liquidity and Capital Resources
Cash, cash equivalents, marketable securities and investments consisted of the following (in thousands):
| Line item | June 30, 2026 | March 31, 2026 |
| --- | --- | --- |
| Cash and cash equivalents | $552,828 | $586,499 |
| Short-term marketable securities | 76,583 | 81,458 |
| Long-term marketable securities | 39,062 | 37,188 |
| Cash, cash equivalents and marketable securities | $668,473 | $705,145 |
### Cash, cash equivalents, marketable securities and investments
Cash and short-term investments held outside of the United States was approximately $250.8 million.
Cash and cash equivalents were impacted by the following:
_(in thousands)_
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Net cash provided by operating activities | $50,770 | $73,552 |
| Net cash used in investing activities | $(57,850) | $(17,291) |
| Net cash used in financing activities | $(25,334) | $(28,778) |
### Net cash from operating activities
Net cash provided by operating activities of $50.8 million for three months ended June 30, 2026, was primarily attributable to a $25.5 million increase in net income, as adjusted for share-based compensation expense, depreciation and amortization, deferred
income taxes, operating lease right-of-use asset, and a $1.5 million working capital outflow. The working capital outflow was primarily driven by a $31.7 million decrease in accrued compensation, a $31.6 million decrease in deferred revenue, a $7.6 million increase in inventories and deferred costs, a $6.5 million increase in prepaid expenses and other assets, and a $2.5 million decrease in operating lease liabilities, partially offset by a $79.0 million decrease in accounts receivable and unbilled costs, primarily impacted by the timing of customer fulfillment.
### Net cash from investing activities
_(in thousands)_
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Cash used in investing activities included the following: | | |
| Purchase of marketable securities and investments | $(20,161) | $(29,031) |
| Proceeds from sales and maturity of marketable securities | 23,750 | 13,618 |
| Purchase of fixed assets | (3,491) | (1,878) |
| Acquisition of business | (55,000) | — |
| Capitalized software development costs | (2,948) | — |
| | $(57,850) | $(17,291) |
Net cash used in investing activities increased by $40.6 million to $57.9 million during the three months ended June 30, 2026, compared with $17.3 million of net cash used in investing activities during the three months ended June 30, 2025. The increase in net cash used in investing activities was due to $55.0 million used in the Digicert DDoS protection business acquisition, $1.6 million increase in purchase of fixed assets, and $2.9 million used for capitalized software development costs. Partially offsetting the increase was a $10.1 million increase in proceeds from the maturity of marketable securities, and a $8.9 million decrease in purchase of marketable securities and investments.
### Net cash from financing activities
_(in thousands)_
| Line item | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 |
| --- | --- | --- |
| Net cash used in financing activities included the following: | | |
| Issuance of common stock under stock plans | $2 | $1 |
| Treasury stock repurchases | — | (15,014) |
| Tax withholding on restricted stock units | (25,336) | (13,765) |
| | $(25,334) | $(28,778) |
Net cash used in financing activities decreased by $3.4 million to $25.3 million during the three months ended June 30, 2026, compared with $28.8 million of cash used in financing activities during the three months ended June 30, 2025.
During the three months ended June 30, 2026, we did not repurchase shares under the 2022 Share Repurchase Program. During the three months ended June 30, 2025, we repurchased a total of 0.8 million shares for $15.0 million in the open market under the 2022 Share Repurchase Program.
In connection with the delivery of our common stock upon vesting of restricted stock units, we withheld approximately 0.6 million shares and 0.6 million shares at a cost of $25.3 million and $13.8 million during the three months ended June 30, 2026 and 2025, respectively, in each case related to minimum statutory tax withholding requirements on these restricted stock units. These withholding transactions do not fall under the repurchase program described above, and therefore do not reduce the number of shares that are available for repurchase under that program.
### Sources of Cash and Cash Requirements
### Credit Facility
We have a five-year, $600 million senior secured revolving credit facility under our Third Amended and Restated Credit Agreement, which matures on October 4, 2029. The facility includes a $75 million letter-of-credit sub-facility and may be used for working capital and other general corporate purposes.
We had no outstanding borrowings under the facility at June 30, 2026 or March 31, 2026, and the full commitment was available. Borrowings under the facility bear interest at variable rates based on term SOFR or an alternate base rate, plus an applicable margin. We also pay commitment fees on the unused portion of the facility.
The credit agreement contains customary covenants, including a consolidated net leverage ratio requirement and certain limitations on additional indebtedness, liens, investments, dividends, and other matters. We were in compliance with all covenants as of June 30, 2026.
### Cash Requirements
We are actively managing the business to generate cash flow and believe that we currently have adequate liquidity. We believe that these factors will allow us to meet our anticipated funding requirements for at least the next twelve months and the foreseeable future.
We have contractual obligations for operating leases, unconditional purchase obligations, pension benefits plans and certain other long-term liabilities. We expect net cash provided by operating activities combined with cash, cash equivalents, marketable securities and borrowing availability under our revolving credit facility will provide sufficient liquidity to fund current obligations, capital spending, and working capital requirements over at least the next twelve months and the foreseeable future. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and our revolving credit facility. However, macroeconomic conditions, including high inflation and interest rates, and international trade relations (including trade protections measures, such as tariffs and other trade barriers), could increase our anticipated funding requirements or make it more difficult for us to access capital.
Consistent with our $55 million acquisition of the DigiCert DDoS protection business on May 1, 2026, a portion of our cash may be used to acquire or invest in complementary businesses or products, to obtain the right to use complementary technologies, or to continue to repurchase shares of our common stock through our stock repurchase programs. From time to time, in the ordinary course of business, we evaluate potential acquisitions of such businesses, products or technologies. If our existing sources of liquidity are insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities. Macroeconomic conditions, including high interest rates and volatility in the capital markets, may make it difficult for us to secure additional financing on favorable terms or at all. Any sale of additional equity or debt securities could result in additional dilution to our stockholders.
### Recent Accounting Pronouncements
For information with respect to recent accounting pronouncements on our consolidated financial statements, see Note 1 contained in the "Notes to Consolidated Financial Statements" included in Part I of this Quarterly Report on Form 10-Q.
## Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to our quantitative and qualitative disclosures about market risk during the three months ended June 30, 2026. Refer to “Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended March 31, 2026 for a discussion of our interest rate and foreign currency exchange risks.
## Item 4. Controls and Procedures
At June 30, 2026, NetScout, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, at June 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level in ensuring that material information relating to NetScout, including its consolidated subsidiaries, required to be disclosed by NetScout in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including ensuring that such material information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
## Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. In the opinion of management, none of the Company’s current legal proceedings and claims, if determined adversely and based on the information known to the management as of the date of this Quarterly Report, is expected to have a material adverse effect on our financial condition, results of operations or cash flows.
## Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report. The risks discussed in our Annual Report could materially affect our business, financial condition and future results. There have been no material changes to those risk factors since we filed our Annual Report. The risks described in our Annual Report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or operating results.
## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
### Sales of Unregistered Securities
None.
### Purchases of Equity Securities by the Issuer
The following table provides information about purchases we made during the quarter ended June 30, 2026 of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:
| Period | Total Numberof Shares Purchased (1) | Total Number of Shares Purchasedas Part of Publicly Announced Plansor Programs |
| --- | --- | --- |
| 4/1/2026-4/30/2026 | — | — |
| 5/1/2026-5/31/2026 | — | — |
| 6/1/2026-6/30/2026 | — | — |
| Total | — | — |
(1) On May 3, 2022, the Company's board of directors approved a share repurchase program that enables the Company to repurchase up to twenty-five million shares of its common stock (2022 Share Repurchase Program). The 2022 Share Repurchase Program became effective in the third quarter of fiscal year 2024. The Company is not obligated to acquire any specific amount of common stock within any particular timeframe as a result of the 2022 Share Repurchase Program. During the quarter ended June 30, 2026, the Company did not repurchase any shares of its common stock.
## Item 3. Defaults Upon Senior Securities
None.
## Item 4. Mine Safety Disclosures
Not Applicable.
## Item 5. Other Information
### Insider Adoption or Termination of Trading Arrangements:
During the fiscal quarter ended June 30, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
Name & Title Date Adopted Character of Trading Arrangement(1) Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Duration(2) Date Terminated
Joseph G. Hadzima Jr., Director May 14, 2026 Rule 10b5-1 Trading Arrangement Up to 7,961 shares to be sold May 18, 2027 N/A
Christopher Perretta, Director May 28, 2026 Rule 10b5-1 Trading Arrangement Up to 7,000 shares to be sold June 15, 2027 N/A
(1)
Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
(2)
Represents the expiration date of the Rule 10b5-1 Trading Arrangement. Pursuant to the terms of the Rule 10b5-1 Trading Arrangement, the Rule 10b5-1 Trading Arrangement may terminate earlier upon the occurrence of certain events.
## Item 6. [Exhibits](#item_6_exhibits) [32](#item_6_exhibits)
[SIGNATURES](#signatures) [33](#signatures)
Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q, or Quarterly Report, to "NetScout," the "Company," "we," "us," and "our" refer to NetScout Systems, Inc. and, where appropriate, our consolidated subsidiaries.
NetScout, the NetScout logo, Adaptive Service Intelligence and other trademarks or service marks of NetScout appearing in this Quarterly Report are the property of NetScout Systems, Inc. and/or its subsidiaries and/or affiliates in the United States and/or other countries. Any third-party trade names, trademarks and service marks appearing in this Quarterly Report are the property of their respective holders.
Cautionary Statement Concerning Forward-Looking Statements
The following discussion and other parts of this Quarterly Report contain forward-looking statements under Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. These forward-looking statements involve risks and uncertainties. Examples of forward-looking statements include statements that relate to future events or our future financial performance or liquidity, and other statements that are not historical facts. You can identify forward-looking statements by their use of forward-looking words such as "may," "will," "could," "should," "expects," "plans," "intends," "seeks," "anticipates," "believes," "estimates," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on these forward-looking statements. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for our fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission (SEC) on May 14, 2026, and elsewhere in this Quarterly Report. These factors may cause our actual results to differ materially from any forward-looking statement. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.
PART I: FINANCIAL INFORMATION
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## EX-10.1
SEC source: [ntct-ex10_1.htm](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex10_1.htm)
Exhibit 10.1
AMENDMENT TO
TRANSITION AND SEPARATION AGREEMENT
This Amendment to the Transition and Separation Agreement (the “Amendment”) is made by and between Michael Szabados (“Employee” or “you”) and NetScout Systems, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
RECITALS
WHEREAS, the Parties previously entered into a Transition and Separation Agreement (the “Original Agreement”) pursuant to which Employee transitioned to a position of “Senior Advisor” until June 30, 2026, unless earlier terminated pursuant to the terms contained herein;
WHEREAS, the Parties now wish to provide for Employee’s continuation as a non-employee advisor following the end of the Senior Advisor Period; and
WHEREAS, the Parties have read and understand the terms of this Amendment, and both Parties have been provided with reasonable opportunities to consult with their respective legal counsel prior to entering this Agreement.
THEREFORE, the Parties agree to amend the Original Agreement as follows:
1.
Post-Senior Advisor Period
(a)
Notwithstanding anything to the contrary in the Original Agreement, following the Senior Advisor Period, Employee will continue to serve as a non-employee advisor to the Company, until such time as all of his unvested RSUs are fully vested, or until such advisory relationship is terminated by either Employee or the Company for any reason at any time (the “Post Senior Advisor Period”). During the Post Senior Advisor Period, Employee will continue to vest in his time-based restricted stock units (“RSUs”) in accordance with the terms and conditions of the Company’s 2019 Equity Incentive Plan, as amended from time to time (the “2019 Plan”) and the applicable award agreements thereunder, and such service as an advisor during the Post Senior Advisor Period shall constitute Continuous Service (as defined in the 2019 Plan) for purposes of the vesting of such awards. During the Post Senior Advisor Period, Employee will not receive any further compensation or benefits under this Agreement, with the exception of the continued vesting of his RSUs, which vesting will cease upon the conclusion of the Post Senior Advisor Period. Notwithstanding the foregoing, if the Company terminates the Post Senior Advisor Period for any reason other than Cause (as defined in the 2019 Plan), then the vesting of all of your outstanding RSU awards will accelerate by 12 months in connection with such termination. For the avoidance of doubt, Employee shall not be entitled to any additional grants of any equity incentives under the 2019 Plan during the Post Senior Advisor Period.
(b)
All Employee obligations under the Original Agreement applicable to the Senior Advisor Period shall apply to the Post Senior Advisor Period, including the requirement that Employee continue to comply with all of the Company’s policies and procedures and with all of Employee’s statutory and contractual obligations to the Company.
(c)
In the event that a Change in Control (as defined in the 2019 Plan) is consummated while Employee is serving as an advisor during the Post Senior Advisor Period, Employee’s unvested RSUs
will become vested simultaneously with the consummation of such Change in Control to the extent they are not otherwise accelerated under the terms of the 2019 Plan.
2.
Miscellaneous. This Amendment, together with the Original Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between Employee and the Company with regard to its subject matter. This Amendment may be executed in counterparts and electronic or facsimile signatures will suffice as original signatures.
If this Amendment is acceptable to you, please sign below and return the original to me no later than June 8, 2026.
Sincerely,
By: /s/Christopher Hill
Christopher Hill
Senior Vice President and CHRO
I have read, understand and agree fully to the foregoing Amendment:
By: /s/Michael Szabados
Michael Szabados
Date: 05/29/2026
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## EX-10.2
SEC source: [ntct-ex10_2.htm](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex10_2.htm)
Exhibit 10.2
NETSCOUT SYSTEMS, INC.
2019 EQUITY INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD NOTICE AND AGREEMENT
NetScout Systems, Inc. (the “Company”) hereby enters into this Performance-Based Restricted Stock Unit Award Agreement, including the Terms and Conditions, and any appendix, exhibit or addendum attached hereto (the “Agreement”), as of the date of grant specified below, with the recipient specified below (the “Recipient”), and grants to the Recipient the number of performance-based restricted stock units (the “PSUs”) specified below pursuant to the Company’s 2019 Equity Incentive Plan, as amended and in effect from time to time. Unless otherwise defined herein or required by the context, capitalized terms used herein shall have the same meanings as in the Plan or the Agreement.
Name of Recipient: [ ]
Date of grant of PSUs: [ ]
Target Number of PSUs granted pursuant to this Agreement: [ ]
Vesting Schedule: Subject to the terms of the Agreement and Exhibit A thereto, the PSUs will vest as follows: The number of vested PSUs will be equal to the Target Number of PSUs set forth above multiplied by the Achievement Percentage, as set forth in Appendix A to the Agreement, with the resulting number rounded up to the nearest whole share; provided, however, that the number of vested PSUs may not be greater than the Target Number of PSUs.
On the Determination Date (as defined in Appendix A to the Agreement), the applicable PSUs shall become vested PSUs, subject to the Recipient's Continued Service through the Determination Date.
The Recipient’s acceptance of the PSUs, and the Recipient’s acknowledgement and agreement with the terms set forth in the Notice and Agreement, will be evidenced by the Recipient’s signature below or by electronic acceptance or authentication in a form authorized by the Company.
NETSCOUT SYSTEMS, INC.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Signature of Recipient
Participant Name:
Participant Address: By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Name of Officer:
Title:
NETSCOUT SYSTEMS, INC.
2019 Equity Incentive Plan
Performance-Based Restricted Stock Unit Award Agreement – Terms and Conditions
NetScout Systems, Inc. (the “Company”) has granted to the recipient (as specified in the written notice provided by the Company to such recipient regarding such grant (the “Notice”)) (the “Recipient”), and the Recipient has accepted from the Company (by electronic acceptance or authentication in a form authorized by the Company), an award for the number of performance-based restricted stock units (the “PSUs”) specified in the Notice (the “Award”), which represents an equivalent number of shares of Common Stock subject to this Award (the “Underlying Shares”), on the following terms:
1.
Grant under Plan. This Award and this Performance-Based Restricted Stock Unit Award Agreement (which includes the Notice and any appendix, exhibit or addendum hereto) (the “Agreement”), is made pursuant to and is governed by the Company’s 2019 Equity Incentive Plan, as amended and in effect from time to time (the “Plan”). Unless otherwise defined herein or required by the context, capitalized terms used herein shall have the same meanings as in the Plan.
2.
Vesting.
(a)
Vesting Schedule. Subject to the limitations contained herein, vesting of the Award is based on the Achievement Percentage, as set forth in Appendix A, which may result in the Recipient earning up to 100% of the Target Number of PSUs set forth in the Notice. Subject to the terms of this Agreement and the Plan, each vested PSU represents a right to receive one Underlying Share on the Determination Date (as defined in the Notice). Unless and until a PSU has become one or more vested PSUs as set forth in the Notice and this Agreement, the Recipient will have no right to settlement of such PSU.
(b)
Termination of Continuous Service.
(i)
If the Recipient’s Continuous Service is terminated by the Company or an Affiliate or by the Recipient for any reason (other than as a result of the Recipient’s death or Disability), whether voluntarily or involuntarily, in each case, prior to the Determination Date, no additional PSUs shall become vested PSUs following such termination of Continuous Service and any unvested PSUs shall be forfeited upon termination of the Recipient’s Continuous Service; provided, however, that if the Recipient’s Continuous Service terminates as a result of the Recipient’s death or Disability, any unvested PSUs shall instead be forfeited on the seventh business day following the Recipient’s termination of Continuous Service. Any determination under this Agreement as to Continuous Service status or other matters referred to above shall be made in good faith by the Board, whose decision shall be final and binding on all parties.
(ii)
For purposes hereof, Continuous Service shall not be considered as having terminated during any military leave, sick leave, or other leave of absence, in each case if approved in writing by the Company or an Affiliate and if such written approval, or applicable law, obligates the Company or an Affiliate (by contract or applicable law) to continue the Continuous Service of the Recipient after the approved period of absence (an “Approved Leave of Absence”). In the event of an Approved Leave of Absence, vesting of the PSUs shall be suspended (and all subsequent vesting dates shall be postponed by the length of the period of the Approved Leave of Absence) unless otherwise provided in the Company’s or Affiliate’s written approval of the leave of absence that specifically refers to this Agreement.
(iii)
For purposes hereof, Continuous Service will be deemed terminated as of the date the Recipient is no longer actively providing services to the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Recipient is employed or otherwise providing services or the terms of the Recipient’s employment or service agreement, if any), and unless otherwise determined by the Company, the Recipient’s right to vest in the Award, if any,
will terminate as of such date and will not be extended by any notice period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Recipient is employed or otherwise providing services or the terms of the Recipient’s employment or service agreement, if any).
(iv)
Notwithstanding anything in the Plan to the contrary, and unless otherwise determined by the Company, for purposes hereof, Continuous Service shall be deemed terminated if the Recipient’s service to the Company or an Affiliate and/or the Recipient’s residency is transferred to another country for any reason after the Award’s grant date (such a transfer, a “Country Transfer”), and the Recipient’s right to vest in the Award, if any, shall terminate immediately upon such Country Transfer. Notwithstanding the foregoing, (x) the termination of the Recipient’s Continuous Service for purposes of the Award upon a Country Transfer will not necessarily be deemed a termination of the Recipient’s service to the Company or an Affiliate for all other purposes, including, but not limited to, pursuant to any employment, severance or service contract by and between the Recipient and the Company or an Affiliate or for purposes of employee benefits and other similar employment-related entitlements, and (y) whether or not a termination of the Recipient’s service to the Company or an Affiliate has occurred upon a Country Transfer for purposes of any other such arrangement will depend on the specific terms thereof as determined by the Company.
(v)
Notwithstanding anything in the Plan to the contrary, for purposes hereof, Continuous Service shall include service provided by the Recipient to the Company or an Affiliate as a Consultant pursuant to a consulting arrangement between the Recipient and the Company or Affiliate, provided that (x) any such period of service as a Consultant immediately follows the Recipient’s termination of employment with the Company or Affiliate or termination as a Director, in each case without any interruption, and (y) the terms of this Section 2(b)(v) are provided for in a written consulting agreement executed by the Company or Affiliate that specifically refers to this Agreement.
3.
Issuance of Underlying Shares.
(a)
With respect to any PSUs that become vested PSUs pursuant to Section 2 and Appendix A, subject to Sections 5, 6 and 9, the Company shall issue to the Recipient, on or as soon as practicable following the Determination Date (as defined in Appendix A), the number of Underlying Shares equal to the number of PSUs vesting on such Determination Date.
(b)
Notwithstanding the foregoing, if:
(i)
this Award is otherwise subject to Tax Obligations (as described in Section 6) on such vesting date,
(ii)
such vesting date occurs during either a regularly scheduled or special “blackout period” of the Company applicable to the Recipient or on any other date wherein Recipient is precluded from selling shares of Common Stock on an established stock exchange or stock market (any such blackout period or date, the “Blackout Period”), and
(iii)
the Company elects, prior to such vesting date, not to satisfy such Tax Obligations by (x) withholding shares of Common Stock from the Underlying Shares otherwise issuable with respect to such vesting date, (y) permitting the Recipient to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 6 (including, but not limited to, under a previously established 10b5-1 trading plan entered into in compliance with the Company’s policies), and (z) permitting the Recipient to pay such Tax Obligations in cash (including by withholding from the Recipient’s wages or any other cash compensation otherwise payable to the Recipient by the Company or an Affiliate),
then the delivery of the Underlying Shares otherwise issuable with respect to such vesting date will be deferred and such Underlying Shares will be issued to the Recipient as soon as practicable after the expiration of the Blackout Period. Notwithstanding the above, in no event may such Underlying Shares be issued to the Recipient later than the later of: (i) December 31st of the calendar year in which such vesting date occurs, or (ii) if such later issuance would not subject the Recipient to adverse tax consequences under Section 409A of the Code, by the fifteenth (15th) day of the third calendar month following such vesting date; provided that the Recipient acknowledges and agrees that if
such Underlying Shares are issued to the Recipient pursuant to this Section 3 while a Blackout Period is still in effect, neither the Company nor the Recipient may sell any shares of Common Stock to satisfy any Tax Obligations, except in compliance with the Company’s insider trading policies and requirements and applicable laws.
(c)
The form of issuance of any Underlying Shares (e.g., a stock certificate or electronic entry evidencing such Underlying Shares) shall be determined by the Company.
4.
Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, encumber or dispose of any of the PSUs or corresponding Underlying Shares prior to the time that such Underlying Shares have been issued to the Recipient. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, the Recipient may designate a third party who, in the event of the Recipient’s death, shall thereafter be entitled to receive any distributions of Underlying Shares to which the Recipient is entitled at the time of his or her death pursuant to this Agreement.
5.
Compliance with Law. This Award, and the issuance of the Underlying Shares pursuant to this Award, must comply with all applicable laws and regulations governing this Award, and with the applicable regulations of any stock exchange on which the Common Stock is listed for trading at the time of issuance. The Company shall not issue the Underlying Shares to the Recipient if the Company determines that such issuance would not be in material compliance with all such applicable laws and regulations.
6.
Withholding Taxes.
(a)
This Award shall be subject to withholding of all applicable federal, state, local and foreign income, employment, payroll, fringe benefit, social insurance, payment on account and any other taxes resulting from the issuance or vesting of the PSUs or the delivery of the Underlying Shares (the “Tax Obligations”). The Recipient agrees to pay to the Company or an Affiliate, or otherwise make adequate provisions satisfactory to the Company or Affiliate for the payment of, any sums required to satisfy the Tax Obligations at the time such Tax Obligations arise. Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of such Tax Obligations by any of the following means or by a combination of such means:
(i)
withholding from the Recipient’s wages or any other compensation otherwise payable to the Recipient by the Company or an Affiliate, provided that the Recipient elects such withholding by providing written notice to the Company or Affiliate at least ten business days before the applicable vesting date specified in the Notice;
(ii)
permitting the Recipient to pay such Tax Obligations in cash, provided that the Recipient elects to make such a payment by providing written notice to the Company or Affiliate at least ten business days before the applicable vesting date specified in the Notice;
(iii)
permitting the Recipient to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Recipient irrevocably elects to sell a portion of the Underlying Shares to satisfy such Tax Obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy such Tax Obligations directly to the Company or an Affiliate; or
(iv)
withholding shares of Common Stock from the Underlying Shares with a Fair Market Value (measured as of the date the Underlying Shares are issued to the Recipient) not in excess of the maximum amount of taxes that may be required to be withheld by law (or such other amount as may be permitted while still avoiding classification of this Award as a liability for financial accounting purposes);
provided, however, that, if the Recipient is an “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company or an Affiliate, such Tax Obligations will be satisfied pursuant to the method set forth in clause (iv) above, unless (x) the Compensation Committee of the Board (the “Committee”) provides otherwise before the applicable vesting date specified in the Notice or (y) the Recipient elects any of the methods set forth in clauses (i)-(iii) above in accordance with the terms set forth in such clauses, as applicable (including in the case of clauses (i)
and (ii) above, the requirement to provide written notice to the Company or Affiliate at least ten business days before the applicable vesting date specified in the Notice).
(b)
The Company shall have no obligation to issue the Underlying Shares if the Recipient fails to comply with his or her obligations in connection with the Tax Obligations as described in this Section 6.
(c)
The Recipient further agrees to take any further actions and execute any additional documents as may be necessary to effectuate the provisions of this Section 6 and the Recipient hereby grants the Company an irrevocable power of attorney to sign such additional documents on the Recipient’s behalf if the Company is unable after reasonable efforts to obtain the Recipient’s signature on such additional documents. Such power of attorney is coupled with an interest and is irrevocable by the Recipient.
(d)
Depending on the withholding method, the Company and/or an Affiliate may withhold or account for the Tax Obligations by considering applicable minimum withholding amounts or other applicable withholding rates, including applicable maximum withholding rates in the Recipient’s jurisdiction(s), in which case the Recipient may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in shares of Common Stock. If the Tax Obligations are satisfied by withholding in shares of Common Stock, for tax purposes, the Recipient is deemed to have been issued the full number of shares of Common Stock subject to the vested PSUs, notwithstanding that a number of the shares of Common Stock are withheld solely for the purpose of satisfying the Tax Obligations. In the event that any Tax Obligations arise prior to the issuance of any Underlying Shares or it is determined after such issuance that the amount of any Tax Obligations was greater than the amount withheld by the Company or an Affiliate, the Recipient agrees to indemnify and hold the Company and Affiliate harmless from any failure to withhold the proper amount.
7.
Arbitration. Any dispute, controversy, or claim arising out of, in connection with, or relating to the performance of this Agreement or its termination shall be settled by arbitration in Boston, Massachusetts, pursuant to the rules for commercial arbitration then obtaining of the American Arbitration Association, before a single arbitrator. The Company agrees to pay the costs of arbitration and each party shall be responsible for their own attorneys’ fees. Any award shall be final, binding and conclusive upon the parties and a judgment rendered thereon may be entered in any court having jurisdiction thereof.
8.
Provision of Documentation to Recipient. By accepting this Award, the Recipient acknowledges receipt of a copy of this entire Agreement, a copy of the Plan, and a copy of the Plan’s related prospectus.
9.
Section 409A of the Internal Revenue Code. This Award is intended to avoid the potential adverse tax consequences to the Recipient of Section 409A of the Code, and the Board may make such modifications to this Agreement as it deems necessary or advisable to avoid such adverse tax consequences. However, if (i) this Award is not exempt from, and therefore deemed to be deferred compensation subject to, Section 409A of the Code, (ii) the Recipient is deemed by the Company at the time of his or her “separation from service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and (iii) any of the payments set forth herein are issuable upon such separation from service, then to the extent delayed commencement of any portion of such payments is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A of the Code, such payments will not be provided to the Recipient prior to the earliest of (a) the date that is six months and one day after the date of such separation from service, (b) the date of the Recipient’s death, or (c) such earlier date as permitted under Section 409A of the Code without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 9 will be paid in a lump sum to the Recipient, and any remaining payments due will be paid as otherwise provided herein. Each installment of PSUs that vests under this Award is a “separate payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2).
10.
Rights as Stockholder. The Recipient shall have no voting or any other rights as a stockholder of the Company with respect to any PSUs covered by this Agreement until the issuance of the Underlying Shares.
11.
Non-U.S. and Country-Specific Provisions. If the Recipient relocates to a country outside the United States, additional terms and conditions will be provided and will apply to the Recipient, to the extent the
Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Such additional terms will constitute part of this Agreement.
12.
Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Recipient’s participation in the Plan, on the PSUs and on any Underlying Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Recipient to sign or otherwise accept any additional agreements or undertakings that may be necessary to accomplish the foregoing.
13.
Miscellaneous.
(a)
Notices; Electronic Delivery and Participation. All notices hereunder shall be given in writing (including electronically) and shall be deemed given upon receipt or, in the case of notices delivered by mail, when sent by certified or registered mail, postage prepaid, return receipt requested, if to the Recipient, to the address shown on the records of the Company, and if to the Company, to the Company’s principal executive offices, attention of the Corporate Secretary. The Company, in its sole discretion, may decide to deliver any documents related to this Award or participation in the Plan by electronic means or to request the Recipient’s consent to participate in the Plan by electronic means. By accepting this Award, the Recipient consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
(b)
Entire Agreement; Modification. This Agreement, together with the Plan, constitutes the entire agreement between the parties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may be modified, amended or rescinded only by a written agreement executed by both parties to this Agreement; provided, however, that notwithstanding the foregoing, this Agreement may be modified, amended or rescinded by the Company without the Recipient’s written consent if such modification, amendment or rescission (i) is in writing and executed by a duly authorized representative of the Company and (ii) complies with Section 2(b)(viii) of the Plan. This Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as otherwise expressly provided in this Agreement, in the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.
(c)
Capitalization Adjustments. Any additional PSUs and Underlying Shares, cash or other property that become subject to this Award pursuant to any Capitalization Adjustment will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of issuance as applicable to the other PSUs subject to this Award to which they relate. All fractional PSUs or Underlying Shares resulting from any Capitalization Adjustment shall be rounded down to the nearest whole unit or share.
(d)
Severability. The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.
(e)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to the limitations set forth herein.
(f)
Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Delaware without giving effect to the principles of conflicts of laws thereof.
(g)
No Obligation to Continue Service. Neither the Plan nor this Agreement (nor any provision in the Plan or this Agreement) (i) is an employment or service contract, or (ii) will be deemed to create any obligation on the Recipient’s part to continue in the service of the Company or an Affiliate, or on the part of the Company or an Affiliate to continue such service. In addition, nothing in the terms of this Award will obligate the Company or an Affiliate, their respective stockholders, boards of directors, Officers or Employees to continue any relationship that the Recipient might have as an Employee, Director or Consultant.
(h)
Clawback/Recovery. Notwithstanding anything to the contrary in this Agreement, but subject to applicable law, this Award will be subject to recoupment, repayment and/or forfeiture in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, and any other clawback policy that the Company otherwise adopts. Notwithstanding anything to the contrary herein, (i) compliance with applicable law, the Company’s Code of Conduct, and the Company’s corporate policies, as applicable, will be a pre-condition to earning, or vesting in, any Award under this Agreement and (ii) any Award under this Agreement which is subject to the Company’s Executive Compensation Recovery Policy or any other clawback, recovery or recoupment provision will not be earned or vested, even if already granted, paid or settled, until the Company’s Executive Compensation Recovery Policy and any other applicable clawback, recovery or recoupment provisions cease to apply to such Award and any other vesting conditions applicable to such Award are satisfied. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or an Affiliate.
(i)
No Advice Regarding Grant; Tax Consequences. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Recipient’s participation in the Plan, or his or her acquisition or sale of the Underlying Shares. The Recipient should consult with his or her own tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan. The Company has no duty or obligation to minimize the tax consequences to the Recipient of this Award and will not be liable to the Recipient for any adverse tax consequences to the Recipient arising in connection with this Award.
(j)
Dividends. The Recipient will receive no benefit or adjustment to this Award with respect to any cash dividend, stock dividend or other distribution, except as provided in the Plan with respect to a Capitalization Adjustment.
(k)
Unsecured Obligation. This Award is unfunded, and as a holder of vested PSUs, the Recipient will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares of Common Stock or other property pursuant to this Agreement.
(l)
Effect on Other Employee Benefit Plans. The value of this Award will not be included as compensation, earnings, salaries, or other similar terms used when calculating the Recipient’s benefits under any employee benefit plan sponsored by the Company or an Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any such plan in accordance with the terms of such plan.
APPENDIX A
NETSCOUT SYSTEMS, INC.
2019 Equity Incentive Plan
Performance-Based Restricted Stock Unit Award Agreement
Capitalized terms used but not defined in this Appendix A shall have the same meanings as in the Agreement and/or the Plan, as applicable.
14.
Definitions. By accepting this Award, the Recipient acknowledges, understands and agrees that:
(a)
“Achievement Percentage” shall mean the percentage at which the PSUs become vested based on actual Relative TSR achievement, as determined by the Committee in accordance with Section 2 below.
(b)
“Benchmark Index” shall mean the Russell 2000 Index.
(c)
“Benchmark TSR” shall mean the total shareholder return of the Benchmark Index over the Performance Period, expressed as a percentage and calculated by subtracting the beginning share price from the ending share price and then dividing by the beginning share price, where the beginning price for purposes of the calculation is the average closing price over the 30 consecutive trading days ending on the last trading day prior to the first day of the Performance Period and the ending price for purposes of the calculation is based on the average closing trading price over the 30 consecutive trading days ending on the last trading day prior to the last day of the Performance Period, and assuming dividends (if any) are reinvested.
(d)
“Company TSR” shall mean the total shareholder return of the Common Stock over the Performance Period, expressed as a percentage and calculated by subtracting the beginning share price from the ending share price and then dividing by the beginning share price, where the beginning share price for purposes of the calculation is the average closing trading price over the 30 consecutive trading days ending on the last trading day prior to the first day of the Performance Period and the ending share price for purposes of the calculation is based on the average closing trading price over the 30 consecutive trading days ending on the last trading day prior to the last day of the Performance Period, and assuming dividends (if any) are reinvested.
(e)
“Determination Date” shall mean the date the Committee determines the Achievement Percentage based on Relative TSR, in accordance with Section 2 below, which date shall be no later than 60 days following the end of the Performance Period.
(f)
“Performance Period” shall mean the period commencing on (and including) [ ] and ending on (and including) [ ]. Performance period will be updated annually for any subsequent grants.
(g)
“Relative TSR” shall mean the percentage points obtained by subtracting the Benchmark TSR from the Company TSR, rounded to the nearest whole number by application of regular rounding and which may be a negative number.
15.
Achievement Percentage. On the Determination Date, the Achievement Percentage will be determined by the Committee based on the Relative TSR for the Performance Period in accordance with the following table, with the Achievement Percentage determined using linear interpolation for Relative TSR performance between the threshold level and the target level. Notwithstanding the foregoing, in no event may the Achievement Percentage exceed 100%.
| Line item | Relative TSR | Achievement Percentage |
| --- | --- | --- |
| Target | 5 percentage points | 100% |
| Threshold | -44 percentage points | 2% |
| Below Threshold | -45 or less | 0% |
16.
Change in Control. Notwithstanding anything to the contrary in this Agreement or the Notice, in the event of a Change in Control, if the Award is assumed or continued or substituted with a similar stock award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to such Change in Control) by the surviving or acquiring corporation (or its parent company) in connection with such Change in Control pursuant to Section 9(c)(i) of the Plan, then to the extent the Award is outstanding on the effective date of such Change in Control: (i) the vesting schedule of the Award will be revised in a manner as though the target number of PSUs had been subject solely to a vesting schedule pursuant to which one-fourth of such Award would have vested on each of the first four anniversaries of the date of grant of the Award, subject to the Recipient’s Continuous Service through the applicable vesting date (the “Time-Based Vesting Schedule”); (ii) any portion of such Award that would have vested on or prior to the effective date of such Change in Control under the Time-Based Vesting Schedule will become vested on the effective date of such Change in Control; and (iii) any portion of such Award that is unvested immediately following the effective date of such Change in Control will continue to vest following such Change in Control in accordance with the Time-Based Vesting Schedule.
---
## EX-31.1
SEC source: [ntct-ex31_1.htm](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex31_1.htm)
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Anil K. Singhal, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of NetScout Systems, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2026
/s/ Anil K. Singhal
Anil K. Singhal
President, Chief Executive Officer and Chairman
(Principal Executive Officer)
---
## EX-31.2
SEC source: [ntct-ex31_2.htm](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex31_2.htm)
Exhibit 31.2
CERTIFICATIONS UNDER SECTION 302
I, Anthony Piazza, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of NetScout Systems, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2026
/s/ Anthony Piazza
Anthony Piazza
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
---
## EX-32.1
SEC source: [ntct-ex32_1.htm](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex32_1.htm)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NetScout Systems, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anil K. Singhal, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Anil K. Singhal
Anil K. Singhal
President, Chief Executive Officer and Chairman
(Principal Executive Officer)
August 6, 2026
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.
---
## EX-32.2
SEC source: [ntct-ex32_2.htm](https://www.sec.gov/Archives/edgar/data/1078075/000107807526000108/ntct-ex32_2.htm)
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NetScout Systems, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anthony Piazza, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Anthony Piazza
Anthony Piazza
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
August 6, 2026
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.