Item 1.01. Entry into a Material Definitive Agreement.

On May 9, 2022, NetScout Systems, Inc. (the "Company") entered into agreements with each of Mizuho Markets Americas LLC and Wells Fargo Bank, National Association (the "Dealers") to repurchase an aggregate of $150 million of the Company's common stock via accelerated stock repurchase transactions (the "ASR") under the Company's previously disclosed 25 million share repurchase program.

Under the terms of the ASR, the Company will make a $75 million payment to each of the Dealers on May 10, 2022, and will receive an initial delivery from each of the Dealers of approximately 1,627,907 million shares, or approximately 3,255,814 million shares in the aggregate, which is approximately 70 percent of the total number of shares of the Company common stock expected to be repurchased under the ASR. The final number of shares to be repurchased is dependent upon the average of the daily volume-weighted average stock prices of the Company's common stock during the term of the ASR, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR. Under certain circumstances, the delivery of additional shares of common stock to the Company or an additional delivery of shares of common stock or a cash payment, at the Company's election, by the Company to the Dealers may be required. The final settlement of each of the ASR transactions is expected to occur no later than the end of the third quarter of the Company's fiscal year 2023.

The foregoing description of the ASR is qualified in its entirety by reference to the ASR agreements, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                    Description

10.1          Confirmation - Issuer Forward Repurchase Transaction, dated May 9,
            2022, between NetScout Systems, Inc. and Mizuho Markets Americas LLC.


10.2          Confirmation - Issuer Forward Repurchase Transaction, dated May 9,
            2022, between NetScout Systems, Inc. and Wells Fargo Bank, National
            Association.

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses