Palo Alto Networks insider files Form 144 for $176.2M sale of 846,408 shares

Rhea-AI Filing Summary

Palo Alto Networks (PANW) Form 144 notice: An individual proposes to sell 846,408 shares of common stock on 09/23/2025 through Morgan Stanley Smith Barney LLC on NASDAQ. The filing lists an aggregate market value of $176,205,217.44 and total outstanding shares of 668,900,000. The shares were acquired by exercise of stock options on the same date and paid in cash. The filer certifies they are not aware of undisclosed material adverse information and indicates no securities were sold by the filer in the prior three months.

Positive

• Transaction documented publicly via Form 144, demonstrating regulatory compliance
• Securities were acquired by exercise of stock options and paid in cash on the same date
• Sale will be executed through an established broker (Morgan Stanley Smith Barney LLC)

Negative

• Aggregate market value is large at $176,205,217.44 (as stated in the filing)
• Filer identity is not specified in the provided content, limiting transparency about insider holdings

Insights

Securities Analyst

TL;DR: Insider exercised options and plans a single-day sale of 846,408 shares valued at $176.2M; routine disclosure, limited investor impact.

The Form 144 shows a disposition of 846,408 common shares executed via Morgan Stanley Smith Barney LLC on 09/23/2025, acquired and sold the same day through option exercise and cash payment. As reported, there were no other sales by the filer in the prior three months. This is a standard insider sale notice that documents compliance with Rule 144 and includes the required representation regarding undisclosed material information. The filing does not provide information about the seller's identity, the filer’s remaining holdings, or the company’s market capitalization, which limits assessment of proportional impact.

Corporate Governance Expert

TL;DR: The filing documents a compliant, brokered sale following option exercise; governance implications are procedural rather than material.

The notice indicates the transaction will be brokered through Morgan Stanley Smith Barney LLC on NASDAQ and includes the filer’s representation about lack of undisclosed material information. This satisfies standard disclosure expectations under Rule 144 for registered securities sales by affiliates or insiders. The document does not state any trading plan adoption date or identify the seller, so no governance concerns beyond routine insider liquidity are evidenced by the filing text itself.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

Relationship to Issuer

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
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	846408	176205217.44	668900000	09/23/2025	NASDAQ

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 *
Common	09/23/2025	Exercise of Stock Options	Issuer			846408	09/23/2025	Cash

* 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

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares does the PANW Form 144 propose to sell?

The notice lists 846,408 shares of Palo Alto Networks common stock to be sold.

When and where will the PANW securities be sold?

The proposed sale date is 09/23/2025 through Morgan Stanley Smith Barney LLC on NASDAQ.

What is the aggregate market value of the PANW shares in the filing?

The filing reports an aggregate market value of $176,205,217.44.

How were the shares acquired according to the Form 144?

The shares were acquired on 09/23/2025 by exercise of stock options, with payment in cash.

Did the filer report other sales in the past three months?

The filing states "Nothing to Report" for securities sold during the past three months.