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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

November 6, 2025
Date of Report (date of earliest event reported)
___________________________________
NETSCOUT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
000-26251
(Commission File Number)
04-2837575
(I.R.S. Employer Identification Number)
310 Littleton Road
Westford, MA 01886
(Address of principal executive offices and zip code)
(978) 614-4000
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
CommonStock NTCT Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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. ☐



Item 2.02. Results of Operations and Financial Condition.

The following information and the Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

On November 6, 2025, NetScout Systems, Inc. (the "Company") issued a press release regarding its financial results for the second quarter of fiscal year 2026 ended September 30, 2025, its expectations of future performance and its intention to hold a conference call regarding these topics. The Company's press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The Company hereby furnishes the following exhibit:
Exhibit Number Description
Press release dated November 6, 2025.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 6th day of November, 2025.


NETSCOUT SYSTEMS, INC.
By:
/s/ Anthony Piazza
Name:
Anthony Piazza
Title:
Executive Vice President and Chief Financial Officer



EX-99.1 2 q2fy26pressreleasedoc.htm EX-99.1 Document


ns_logoxcolxposa.jpg

NETSCOUT Reports Second Quarter Fiscal Year 2026 Financial Results

Quarterly Results Exceed Top and Bottom Line Expectations
Company Raises Fiscal Year Outlook


WESTFORD, Mass., November 6, 2025 – NETSCOUT SYSTEMS, INC. (NASDAQ: NTCT), a leading provider of enterprise performance management, carrier service assurance, cybersecurity, and DDoS protection solutions, today announced financial results for its second quarter ended September 30, 2025.

Remarks by Anil Singhal, NETSCOUT’s President & Chief Executive Officer:

"We delivered another solid quarter in Q2, driven by revenue growth from both our Cybersecurity and Service Assurance product lines as we continued to advance our strategic initiatives, including AI-driven product innovation. Our strong top and bottom-line performance also benefited from the acceleration of some orders originally anticipated in the second half of the fiscal year.

“Looking ahead, given our strong first-half performance, we are raising our revenue and earnings per share outlook while we continue to successfully navigate uncertainties in the macroeconomic environment. We are energized by strong customer feedback, including at our recent Engage Technology and User Summit, where we showcased our latest solutions. It is clear that our customers rely on our highly curated data to drive improved business outcomes across key ecosystems, which positions us well to capture new opportunities through our differentiated solutions.”

Q2 FY26 Financial Results

Total revenue for the second quarter of fiscal year 2026 increased to $219.0 million, compared with $191.1 million in the second quarter of fiscal year 2025.

Product revenue for the second quarter of fiscal year 2026 was $94.7 million, or approximately 43% of total revenue in the period. This compares with product revenue of $81.0 million, or approximately 42% of total revenue in the second quarter of fiscal year 2025. As of September 30, 2025, NETSCOUT had a total product backlog of $39.8 million, which includes $27.7 million of fulfillable backlog, $7.1 million related to a multi-year enterprise license commitment, and $5.0 million of radio frequency propagation modeling projects. This compares to $27.1 million on September 30, 2024, consisting of $22.4 million of fulfillable backlog and $4.7 million of radio frequency propagation modeling projects.
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Service revenue for the second quarter of fiscal year 2026 was $124.3 million, or approximately 57% of total revenue in the period. This compares with service revenue of $110.1 million, or approximately 58% in the second quarter of fiscal year 2025.

NETSCOUT’s GAAP income from operations was $32.5 million in the second quarter of fiscal year 2026, which included a restructuring charge of $0.3 million. This compares with a GAAP income from operations of $14.1 million in the second quarter of fiscal year 2025, which included a restructuring charge of 2.4 million. The Company’s GAAP operating margin was 14.8% in the second quarter of fiscal year 2026, versus 7.4% in the same period of fiscal year 2025. Non-GAAP income from operations was $58.1 million with a non-GAAP operating margin of 26.5% in the second quarter of fiscal year 2026. This compares to non-GAAP income from operations of $44.1 million and a non-GAAP operating margin of 23.1% in the second quarter of fiscal year 2025. Non-GAAP EBITDA from operations in the second quarter of fiscal year 2026 was $60.7 million, or 27.7% of quarterly revenue for the period. This compares to non-GAAP EBITDA from operations of $47.5 million in the second quarter of fiscal year 2025, or 24.9% of quarterly revenue for the period.

Net income (GAAP) for the second quarter of fiscal year 2026 was $25.8 million, or $0.35 per share (diluted), which included the restructuring charge mentioned above, versus a GAAP net income of $9.0 million, or $0.13 per share (diluted), for the second quarter of fiscal year 2025, which included the previously mentioned restructuring charges. Non-GAAP net income was $45.1 million or $0.62 per share (diluted), for the second quarter of fiscal year 2026, compared with $33.6 million, or $0.47 per share (diluted), for the second quarter of fiscal year 2025.

As of September 30, 2025, cash, cash equivalents, short and long-term marketable securities and investments were $526.9 million, compared with $492.5 million as of March 31, 2025. As previously disclosed, NETSCOUT completed the sale of a foreign investment for the equivalent of $11.8 million on August 4, 2025. The original purchase price was $7.5 million. During the second quarter of fiscal year 2026, NETSCOUT repurchased a total of 740,981 shares of its common stock at an average price of $22.34 per share for an aggregate purchase price of approximately $16.6 million. As of September 30, 2025, the Company had no debt outstanding under its $600 million revolving credit facility, which expires in October 2029.

First-Half FY26 Financial Results

•For the first half of fiscal year 2026, total revenue was $405.8 million, versus total revenue of $365.7 million in the first half of fiscal year 2025.
•Product revenue for the first half of fiscal year 2026 was $167.7 million, compared with $142.2 million in the first half of fiscal year 2025.
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•Service revenue for the first half of fiscal year 2026 was $238.1 million, compared with $223.5 million in the first half of fiscal year 2025.
•NETSCOUT’s income from operations (GAAP) for the first half of fiscal year 2026 was $25.9 million. This compared with a loss of $449.2 million which included a non-cash goodwill impairment charge of $427.0 million taken in the first quarter of fiscal year 2025 and restructuring charges of $19.0 million. The Company’s operating margin (GAAP) for the first half of fiscal year 2026 was 6.4%, versus negative 122.8% in the first half of fiscal year 2025. The Company’s non-GAAP EBITDA from operations for the first half of fiscal year 2026 was $90.0 million, or 22.2% of total revenue, versus non-GAAP EBITDA from operations of $65.3 million, or 17.9% of total revenue in the first half of fiscal year 2025. The Company’s non-GAAP income from operations for the first half of fiscal year 2026 was $84.6 million with a non-GAAP operating margin of 20.9%, compared with non-GAAP income from operations of $58.1 million with a non-GAAP operating margin of 15.9% for the first half of fiscal year 2025.
•For the first half of fiscal year 2026, NETSCOUT’s net income (GAAP) was $22.1 million, or $0.30 per share (diluted). This compares with a net loss (GAAP) of $434.3 million, or $(6.08) per share (diluted), for the first half of fiscal year 2025, which included the non-cash goodwill impairment and restructuring charges mentioned above. Non-GAAP net income for the first half of fiscal year 2026 was $69.8 million, or $0.95 per share (diluted), compared with non-GAAP net income of $54.1 million, or $0.75 per share (diluted) for the first half of fiscal year 2025.

Financial Outlook Update

The Company is raising its revenue and GAAP and non-GAAP net income per share (diluted) outlook for fiscal year 2026:
•Revenue is now expected to be in the range of $830 million to $870 million. This compares to the previous revenue range of $825 million to $865 million.
•GAAP net income per share (diluted) is now expected to be in the range of $1.13 to $1.23. This compares to the previous GAAP net income per share range of $1.07 to $1.22. Non-GAAP net income per share (diluted) is now expected to be in the range of $2.35 to $2.45 compared to the previous range of $2.25 to $2.40.
▪A reconciliation between GAAP and non-GAAP numbers for NETSCOUT’s fiscal year 2026 outlook is included in the financial tables below.

Recent Developments and Highlights

▪In late October, the Company announced the availability of extended continuous end-through-end monitoring to enhance attribution for audit controls and incident reports, prove zero-trust network policies, and shorten time to detect, contain, and document incidents. Enhanced monitoring is designed into NETSCOUT's Omnis® KlearSight Sensor for Kubernetes (KlearSight) to help address the complex compliance demands faced in Cloud environments related to both security and regulatory requirements.
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NETSCOUT’s continuous and comprehensive monitoring solutions provide real-time visibility into critical aspects such as workloads, cluster configurations, network traffic, and API calls.
▪In October, NETSCOUT announced an innovation aimed at meeting organizations’ increasing needs for comprehensive observability within complex cloud environments. KlearSight delivers deep, actionable, and real-time insights into system performance, health, and cost drivers. The solution is specifically designed to support environments that are challenging to monitor due to their encrypted nature, such as dynamic and distributed architectures.
▪In late September, NETSCOUT hosted its annual Engage Technology and User Summit, gathering tech leaders and innovators who are shaping the future of Observability, AIOps, and Cybersecurity. NETSCOUT is driving intelligence into Observability and AIOps to feed the need for actionable telemetry derived from wire data and to leverage the unmatched power of its scalable DPI and metadata technology.
▪In late September, NETSCOUT announced solutions to support cable providers and multiple service operators (MSOs). NETSCOUT’s Omnis™ AI Insights generates a high-fidelity, curated dataset to provide real-time network visibility, ensuring a high-quality user experience for video streaming and over-the-top (OTT) services to help MSOs deliver better high-quality user experiences more cost-effectively.
▪In late August, NETSCOUT released its latest research detailing the evolving Distributed Denial-of-Service (DDoS) attack landscape. The Company monitored more than 8 million DDoS attacks globally in the first half of 2025, including more than 3.2 million in EMEA. NETSCOUT maps the DDoS landscape through passive, active, and reactive vantage points, providing unparalleled visibility into global attack trends.

Conference Call Instructions:

NETSCOUT will host a conference call to discuss its second-quarter fiscal year 2026 financial results and financial outlook today at 8:30 a.m. ET. This call will be webcast live through NETSCOUT’s website at https://ir.netscout.com/investors/overview/default.aspx. Alternatively, investors can listen to the call by dialing (203) 518-9783. The conference call ID is NTCTQ226. A replay of the call will be available after 12:00 p.m. ET today, for approximately one week. The number for the replay is (800) 839-3011 for U.S./Canada and (402) 220-7231 for international callers.

Use of Non-GAAP Financial Information:

To supplement the financial measures presented in NETSCOUT's press release in accordance with accounting principles generally accepted in the United States (GAAP), NETSCOUT also reports the following non-GAAP measures: non-GAAP gross profit, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP diluted net income per share, and non-GAAP earnings before interest and other expense, income taxes, depreciation, and amortization from operations (Non-GAAP EBITDA from operations). Non-GAAP gross profit removes expenses related to the amortization of acquired intangible assets, share-based compensation expense, and acquisition-related depreciation expense. Non-GAAP income from operations includes the aforementioned adjustments related to non-GAAP gross profit and also removes goodwill impairment charges, executive transition costs, and restructuring charges.
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Non-GAAP operating margin includes the foregoing adjustments related to non-GAAP income from operations. 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. Non-GAAP diluted net income per share includes the foregoing adjustments related to non-GAAP net income. Non-GAAP EBITDA from operations includes the aforementioned adjustments related to non-GAAP income from operations and also removes non-acquisition related depreciation expense. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures included in the attached tables within this press release.

These non-GAAP measures are not in accordance with GAAP, should not be considered an alternative for measures prepared in accordance with GAAP (gross profit, operating margin, net income, and diluted net income per share), and may have limitations because they do not reflect all NETSCOUT’s results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate NETSCOUT’s 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. NETSCOUT believes these non-GAAP financial measures will enhance the reader’s overall understanding of NETSCOUT’s current financial performance and NETSCOUT's 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 the Company plans and measures its own business. NETSCOUT believes that providing these non-GAAP measures affords investors a view of NETSCOUT’s operating results that may be more easily compared to peer companies and also enables investors to consider NETSCOUT’s operating results on both a GAAP and non-GAAP basis during and following the integration period of NETSCOUT’s acquisitions. Presenting the GAAP measures on their own, without the supplemental non-GAAP disclosures, might not be indicative of NETSCOUT’s core operating results. Furthermore, NETSCOUT 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 its financial condition and results of operations.

NETSCOUT management regularly uses supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and to make operating decisions. These non-GAAP measures are among the primary factors that management uses in planning and forecasting.

About NETSCOUT

NETSCOUT SYSTEMS, INC. (NASDAQ: NTCT) protects the connected world from cyberattacks and performance and availability disruptions through the company’s unique visibility platform and solutions powered by its pioneering deep packet inspection at scale technology. NETSCOUT serves the world’s largest enterprises, service providers, and public sector organizations. Learn more at www.netscout.com or follow @NETSCOUT on LinkedIn, X (formerly known as Twitter), or Facebook.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Examples of forward-looking statements include statements regarding our future financial performance or position, liquidity, results of operations, business strategy, plans and objectives of management for future operations, and other statements that are not historical fact. You can identify forward-looking statements by their use of forward-looking words such as “may,” “will,” “anticipate,” “expect,” “believe,”
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“estimate,” “intend,” “plan,” “should,” “seek,” or other comparable terms. Investors are cautioned that such forward-looking statements in this press release include, without limitation, statements regarding NETSCOUT’s ability to capture new opportunities through its differentiated solutions; NETSCOUT’s financial outlook and expectations; NETSCOUT’s strategic objectives, plans, commitments, aspirations and goals. Actual results could differ materially from those indicated in the forward-looking statements due to known and unknown risks, uncertainties, assumptions, and other factors, including macroeconomic factors and slowdowns or downturns in economic conditions generally and in the market for advanced networks, service assurance and cybersecurity solutions specifically; the volatile foreign exchange environment; the Company’s relationships with strategic partners and resellers; dependence upon broad-based acceptance of the Company’s network performance management solutions; the presence of competitors with greater financial resources than the Company has, and their strategic response to the Company’s products; the Company’s ability to retain key executives and employees; the Company’s ability to realize the anticipated savings from restructuring actions and other expense management programs; potential lower than expected demand for the Company’s products and services; and the timing and magnitude of stock buyback activity based on market conditions, corporate considerations, debt agreements, and regulatory requirements. The risks included above are not exhaustive. For a more detailed description of the risk factors associated with the Company, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on May 15, 2025. Any forward-looking information in this press release is as of the date of this press release, and NETSCOUT undertakes no obligation to update such information unless required by law. NETSCOUT’s financial guidance is based on estimates and assumptions that are subject to significant uncertainties.

©2025 NETSCOUT SYSTEMS, INC. All rights reserved. NETSCOUT and the NETSCOUT logo are registered trademarks or trademarks of NETSCOUT SYSTEMS, INC. and/or its subsidiaries and/or affiliates in the USA and/or other countries.

Contacts: Investors Media
Scott Dressel Chris Lucas
AVP, Corporate Finance AVP, Marketing & Corporate Communications
978-614-4000 978-614-4124
IR@netscout.com Chris.Lucas@netscout.com

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NETSCOUT SYSTEMS, INC.
Condensed Consolidated Statements of Operations
(In thousands, except for per share data)
(Unaudited)
Three Months Ended Six Months Ended
September 30, September 30,
2025 2024 2025 2024
Revenue:
    Product $ 94,712  $ 81,033  $ 167,705  $ 142,202 
    Service 124,305  110,075  238,059  223,471 
       Total revenue 219,017  191,108  405,764  365,673 
Cost of revenue:
      Product 11,597  13,440  23,522  25,444 
      Service 32,013  28,617  63,510  60,982 
        Total cost of revenue 43,610  42,057  87,032  86,426 
Gross profit 175,407  149,051  318,732  279,247 
Operating expenses:
    Research and development 40,269  35,909  80,058  78,374 
    Sales and marketing 64,925  61,226  135,520  131,556 
   General and administrative 26,261  23,742  54,118  49,323 
    Amortization of acquired intangible assets 11,162  11,642  22,281  23,256 
Restructuring charges 304  2,409  833  18,972 
Goodwill impairment —  —  —  426,967 
        Total operating expenses 142,921  134,928  292,810  728,448 
Income (loss) from operations 32,486  14,123  25,922  (449,201)
Interest and other (expense) income, net (1,104) (1,797) 2,632  7,831 
Income (loss) before income tax expense (benefit) 31,382  12,326  28,554  (441,370)
Income tax expense (benefit) 5,554  3,299  6,405  (7,021)
Net income (loss) $ 25,828  $ 9,027  $ 22,149  $ (434,349)
Basic net income (loss) per share $ 0.36  $ 0.13  $ 0.31  $ (6.08)
Diluted net income (loss) per share $ 0.35  $ 0.13  $ 0.30  $ (6.08)
Weighted average common shares outstanding used in computing:
      Net income (loss) per share - basic 72,077  71,447  71,904  71,457 
      Net income (loss) per share - diluted 72,917  71,837  73,130  71,457 

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NETSCOUT SYSTEMS, INC.
Consolidated Balance Sheets
(In thousands)
September 30, March 31,
2025 2025
(Unaudited)
Assets
Current assets:
    Cash, cash equivalents, marketable securities and investments $ 516,863  $ 491,473 
    Accounts receivable and unbilled costs, net 130,158  163,654 
    Inventories and deferred costs 12,381  12,891 
    Prepaid expenses and other current assets 48,629  45,166 
        Total current assets 708,031  713,184 
Fixed assets, net 21,290  21,529 
Operating lease right-of-use assets 38,388  37,717 
Goodwill and intangible assets, net 1,307,906  1,335,073 
Long-term marketable securities 10,042  1,004 
Other assets 90,527  78,071 
        Total assets $ 2,176,184  $ 2,186,578 
Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable $ 14,706  $ 18,208 
    Accrued compensation 53,461  56,696 
    Accrued other 22,484  20,280 
    Deferred revenue and customer deposits 276,768  301,753 
    Current portion of operating lease liabilities 10,009  10,995 
        Total current liabilities 377,428  407,932 
Other long-term liabilities 7,911  8,210 
Deferred tax liability 2,872  2,643 
Accrued long-term retirement benefits 29,571  27,379 
Long-term deferred revenue and customer deposits 151,311  147,510 
Operating lease liabilities, net of current portion 33,539  32,509 
        Total liabilities 602,632  $ 626,183 
Stockholders' equity:
    Common stock 136  134 
    Additional paid-in capital 3,293,220  3,255,333 
    Accumulated other comprehensive income 3,954  4,073 
    Treasury stock, at cost (1,701,464) (1,654,702)
    Accumulated deficit (22,294) (44,443)
        Total stockholders' equity 1,573,552  1,560,395 
        Total liabilities and stockholders' equity $ 2,176,184  $ 2,186,578 
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NETSCOUT SYSTEMS, INC.
Reconciliation of Current GAAP to Current and Historical Non-GAAP Financial Measures
(In thousands, except for per share data)
(Unaudited)
Three Months Ended Three Months Ended Six Months Ended
September 30, June 30, September 30,
2025 2024 2025 2025 2024
Revenue $ 219,017  $ 191,108  $ 186,747  $ 405,764  $ 365,673 
Gross Profit (GAAP) $ 175,407  $ 149,051  $ 143,325  $ 318,732  $ 279,247 
   Share-based compensation expense (1) 2,227  2,200  3,160  5,387  5,520 
   Amortization of acquired intangible assets (2) 551  996  550  1,101  1,991 
   Acquisition related depreciation expense (3)
Non-GAAP Gross Profit $ 178,186  $ 152,249  $ 147,037  $ 325,223  $ 286,762 
Income (Loss) from Operations (GAAP) $ 32,486  $ 14,123  $ (6,564) $ 25,922  $ (449,201)
GAAP Operating Margin 14.8  % 7.4  % (3.5) % 6.4  % (122.8) %
   Share-based compensation expense (1) 13,557  14,886  19,959  33,516  36,084 
   Amortization of acquired intangible assets (2) 11,713  12,638  11,669  23,382  25,247 
   Restructuring charges 304  2,409  529  833  18,972 
   Goodwill impairment —  —  —  —  426,967 
   Acquisition related depreciation expense (3) 11  11  12  23  23 
 Executive Transition Costs (4) —  —  959  959  — 
Non-GAAP Income from Operations $ 58,071  $ 44,067  $ 26,564  $ 84,635  $ 58,092 
Non-GAAP Operating Margin 26.5  % 23.1  % 14.2  % 20.9  % 15.9  %
Net Income (Loss) (GAAP) $ 25,828  $ 9,027  $ (3,679) $ 22,149  $ (434,349)
   Share-based compensation expense (1) 13,557  14,886  19,959  33,516  36,084 
   Amortization of acquired intangible assets (2) 11,713  12,638  11,669  23,382  25,247 
   Restructuring charges 304  2,409  529  833  18,972 
   Goodwill impairment —  —  —  —  426,967 
   Acquisition related depreciation expense (3) 11  11  12  23  23 
   Executive Transition Costs (4) —  —  959  959  — 
   Income tax adjustments (5) (6,336) (5,409) (4,712) (11,048) (18,804)
Non-GAAP Net Income $ 45,077  $ 33,562  $ 24,737  $ 69,814  $ 54,140 
Diluted Net Income (Loss) Per Share (GAAP) $ 0.35  $ 0.13  $ (0.05) $ 0.30  $ (6.08)
   Share impact of non-GAAP adjustments identified above 0.27  0.34  0.39  0.65  6.83 
Non-GAAP Diluted Net Income Per Share $ 0.62  $ 0.47  $ 0.34  $ 0.95  $ 0.75 
   Shares used in computing non-GAAP diluted net income per share 72,917  71,837  73,376  73,130  72,197 
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NETSCOUT SYSTEMS, INC.
Reconciliation of Current GAAP to Current and Historical Non-GAAP Financial Measures - Continued
(In thousands)
(Unaudited)
Three Months Ended Three Months Ended Six Months Ended
September 30, June 30, September 30,
2025 2024 2025 2025 2024
(1) Share-based compensation expense included in these amounts is as follows:
Cost of product revenue $ 297  $ 295  $ 413  $ 710  $ 726 
Cost of service revenue 1,930  1,905  2,747  4,677  4,794 
Research and development 3,990  3,934  5,532  9,522  9,820 
Sales and marketing 4,672  5,275  6,889  11,562  12,779 
General and administrative 2,668  3,477  4,378  7,045  7,965 
  Total share-based compensation expense $ 13,557  $ 14,886  $ 19,959  $ 33,516  $ 36,084 
(2) Amortization expense related to acquired software and product technology, tradenames, customer relationships included in these amounts is as follows:
Cost of product revenue $ 551  $ 996  $ 550  $ 1,101  $ 1,991 
Operating expenses 11,162  11,642  11,119  22,281  23,256 
  Total amortization expense $ 11,713  $ 12,638  $ 11,669  $ 23,382  $ 25,247 
(3) Acquisition related depreciation expense included in these amounts is as follows:
Cost of product revenue $ $ $ $ $
Cost of service revenue —  —  —  —  — 
Research and development 15  15 
Sales and marketing
General and administrative —  —  — 
  Total acquisition related depreciation expense $ 11  $ 11  $ 12  $ 23  $ 23 
(4) Executive transition costs included in these amounts is as follows:
General and administrative
$ —  $ —  $ 959  $ 959  $ — 
$ —  $ —  $ 959  $ 959  $ — 
(5) Total income tax adjustment included in this amount is as follows:
Tax effect of non-GAAP adjustments above $ (6,336) $ (5,409) $ (4,712) $ (11,048) $ (18,804)
  Total income tax adjustments $ (6,336) $ (5,409) $ (4,712) $ (11,048) $ (18,804)





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NETSCOUT SYSTEMS, INC.
Reconciliation of Current GAAP to Current and Historical Non-GAAP Financial Measures -
Non-GAAP EBITDA from Operations
(Dollars in thousands)
(Unaudited)
Three Months Ended Three Months Ended Six Months Ended
September 30, June 30, September 30,
2025 2024 2025 2025 2024
Income (loss) from operations (GAAP) $ 32,486  $ 14,123  $ (6,564) $ 25,922  $ (449,201)
Income (loss) from operations (GAAP) as a % of revenue 14.8  % 7.4  % (3.5) % 6.4  % (122.8) %
Previous adjustments to determine non-GAAP income from operations 25,585  29,944  33,128  58,713  507,293 
Non-GAAP Income from operations $ 58,071  $ 44,067  $ 26,564  $ 84,635  $ 58,092 
Depreciation excluding acquisition related-depreciation expense 2,630  3,451  2,776  5,406  7,235 
Non-GAAP EBITDA from operations $ 60,701  $ 47,518  $ 29,340  $ 90,041  $ 65,327 
Non-GAAP EBITDA from operations as a % of revenue 27.7  % 24.9  % 15.7  % 22.2  % 17.9  %



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NETSCOUT SYSTEMS, INC.
Reconciliation of GAAP Financial Outlook to Non-GAAP Financial Outlook
(Unaudited)
(In millions, except for net income per share - diluted)
FY'25 FY'26
Revenue $ 822.7  ~ $830 to ~$870
FY'25 FY'26
GAAP net income (loss) $ (366.9) ~$83 to ~$90
Amortization of intangible assets $ 50.4  ~$47
Share-based compensation expenses $ 64.8  ~$62
Acquisition related depreciation expense $ — 
Executive transition costs $ —  ~ $1
Restructuring charges $ 20.5  ~$1
Loss on Debt Extinguishment $ 1.1 
Goodwill impairment $ 427.0 
Total adjustments $ 563.8   ~$111
Related impact of adjustments on income tax $ (36.5)   (~$23)
Non-GAAP net income $ 160.4   ~$171 to ~$178
GAAP net income (loss) per share (diluted) $ (5.12) ~$1.13 to ~$1.23
Non-GAAP net income per share (diluted) $ 2.22  ~$2.35 to ~$2.45
Average weighted shares outstanding (diluted GAAP) 71.6  ~73
Average weighted shares outstanding (diluted Non-GAAP) 72.2  ~73
*Figures in table may not total due to rounding



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