PANW insider sale: 120,774 shares proposed ($25.67M)

Palo Alto Networks (PANW) Form 144 notice shows an insider intends to sell 120,774 Class A shares with an aggregate market value of $25,674,136.92 through Goldman Sachs & Co. LLC on 10/06/2025.

Rhea-AI Filing Summary

Palo Alto Networks (PANW) Form 144 notice shows an insider intends to sell 120,774 Class A shares with an aggregate market value of $25,674,136.92 through Goldman Sachs & Co. LLC on 10/06/2025. The securities were acquired as compensation: 92,010 shares from a 10/20/2018 stock‑option cashless exercise, 25,950 RSUs on 10/20/2020, and 2,814 RSUs on 07/31/2019. The filer discloses multiple sales by the same person in the prior three months totaling 362,322 shares with gross proceeds of approximately $68,061,965.64. The notice includes the customary representation that the seller is not aware of undisclosed material adverse information.

Positive

• Disclosure of source for all securities sold (dates and compensation types are provided)
• Use of a major broker (Goldman Sachs) indicates orderly execution through market channels

Negative

• Planned sale of 120,774 shares (≈$25.67M) increases insider-related supply on 10/06/2025
• Significant recent insider selling: 362,322 shares sold in the past three months with gross proceeds ≈$68.06M

Insights

Insider Transactions Analyst

Large insider disposals: planned 120,774 shares and recent 362,322 shares sold.

The filing documents a planned Rule 144 sale of $25,674,136.92 worth of Class A common stock on 10/06/2025 executed through Goldman Sachs. The shares were acquired as compensation across 2018–2020, mainly from a 10/20/2018 option exercise and RSU grants.

Material dependencies include continued compliance with Rule 144 sale conditions and public disclosure status; the filer affirms no undisclosed material adverse information. Monitor near-term insider selling activity and reported proceeds; recent three-month gross proceeds total approximately $68,061,965.64, which is the immediate, observable impact on share supply.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does PANW Form 144 filed here disclose?

It discloses a proposed sale of 120,774 Class A shares valued at $25,674,136.92 through Goldman Sachs on 10/06/2025.

Who is the seller named in the Form 144 for PANW?

The filing lists Lee Klarich as the person whose account the securities are to be sold for, and shows prior sales in the past three months.

How many shares has the insider sold in the past three months?

The filing shows sales totaling 362,322 shares in the past three months, with gross proceeds of about $68,061,965.64.

How were the securities acquired that are being sold?

The securities were acquired as compensation: 92,010 via a 10/20/2018 option exercise, 25,950 RSUs on 10/20/2020, and 2,814 RSUs on 07/31/2019.

Which broker will execute the proposed sale for PANW?

The sale is to be executed through Goldman Sachs & Co. LLC at the New York address shown on the form.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/06/2025 - 04:47 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001682260
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Palo Alto Networks, Inc.
SEC File Number	001-35594
Address of Issuer	3000 Tannery Way Santa Clara CALIFORNIA 95054
Phone	1-408-753-4000
Name of Person for Whose Account the Securities are To Be Sold	Lee Klarich
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	120774	25674136.92	668900000	10/06/2025	NASD

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common	10/20/2018	Acquired as compensation -- Stock Options	Issuer			92010	10/20/2018	Compensation -- Cashless exercise / same-day sale
Class A Common	10/20/2020	Acquired as compensation -- Restricted Stock Units	Issuer			25950	10/20/2020	Compensation
Class A Common	07/31/2019	Acquired as compensation -- Restricted Stock Units	Issuer			2814	07/31/2019	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Lee Klarich 3000 Tannery Way Santa Clara CA 95054	Class A Common	08/04/2025	92010	15787407.04
Lee Klarich 3000 Tannery Way Santa Clara CA 95054	Class A Common	09/03/2025	28764	5497136.94
Lee Klarich 3000 Tannery Way Santa Clara CA 95054	Class A Common	08/04/2025	28764	4935200.56
Lee Klarich 3000 Tannery Way Santa Clara CA 95054	Class A Common	07/07/2025	92010	18480824.97
Lee Klarich 3000 Tannery Way Santa Clara CA 95054	Class A Common	07/07/2025	28764	5777355.83
Lee Klarich 3000 Tannery Way Santa Clara CA 95054	Class A Common	09/03/2025	92010	17584040.3

144: Remarks and Signature

Remarks	The sales of shares set forth herein are made in connection with a selling plan dated 09/27/2024, that is intended to comply with Rule 10b5-1(c).
Date of Notice	10/06/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	09/27/2024
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Goldman Sachs & Co. LLC on behalf of Lee Klarich
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)