Palo Alto Networks insider files Rule 144 to sell 120,774 shares ($23.13M)

Rhea-AI Filing Summary

Palo Alto Networks insider sale notice: This Form 144 reports a proposed sale of 120,774 Class A common shares by an affiliate through Goldman Sachs & Co. LLC, with an aggregate market value of $23,131,844.22 and an approximate sale date of 09/03/2025 on NASD. The filing discloses the acquisition history for the shares sold: 92,010 from a 10/20/2018 stock-option cashless exercise/same-day sale, 8,772 RSUs from 07/31/2019, and 19,992 RSUs from 10/20/2020. The document also lists multiple recent sales by Lee Klarich totaling repeated disposals on 06/04/2025, 07/07/2025, and 08/04/2025 with gross proceeds shown for each transaction.

Positive

• Full Rule 144 disclosure provided including acquisition dates, nature of acquisition, and sale routing through Goldman Sachs & Co. LLC
• Detailed recent sale history shown with gross proceeds for multiple transactions in June, July, and August 2025

Negative

• Substantial insider sales are reported (120,774 shares proposed for sale valued at $23,131,844.22), indicating meaningful insider liquidity
• Repeated disposals by the listed insider across June, July and August 2025 are documented, which may be viewed negatively by some investors

Insights

Financial Analyst

TL;DR Large, disclosed affiliate sales over several months indicate meaningful insider liquidity but are formally reported under Rule 144.

The filing documents a proposed sale of 120,774 Class A shares valued at $23.13 million, plus multiple prior sales by Lee Klarich with gross proceeds reported for June, July and August 2025. From an analytical perspective, the volume and dollar amounts show significant insider-level monetization occurring over a multi-month period. All transactions are presented with acquisition dates and the nature of acquisition (options, RSUs), and the sale is being routed through Goldman Sachs.

Corporate Governance Expert

TL;DR The disclosure meets Rule 144 reporting requirements and details the insider's acquisition and disposal history.

The Form 144 includes required representations about absence of undisclosed material adverse information and shows the origin of the shares (compensation via options and RSUs). Multiple recent disposals by the named insider are listed with dates and gross proceeds, demonstrating transparency in insider trading activity. The filing does not provide any information about trading plans or 10b5-1 adoption 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
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

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	23131844.22	666800000	09/03/2025	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	07/31/2019	Acquired as compensation -- Restricted Stock Units	Issuer			8772	07/31/2019	Compensation
Class A Common	10/20/2020	Acquired as compensation -- Restricted Stock Units	Issuer			19992	10/20/2020	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	08/04/2025	28764	4935200.56
Lee Klarich 3000 Tannery Way Santa Clara CA 95054	Class A Common	06/04/2025	92010	17955006.22
Lee Klarich 3000 Tannery Way Santa Clara CA 95054	Class A Common	06/04/2025	28764	5613070.24
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

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 does PANW Form 144 report?

The filing reports a proposed sale of 120,774 Class A shares of Palo Alto Networks with an aggregate market value of $23,131,844.22 and an approximate sale date of 09/03/2025.

Who is the broker handling the proposed sale on Form 144?

The broker listed for the proposed sale is Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282.

What is the origin of the shares being sold?

The shares were acquired as compensation: from a 10/20/2018 stock-option cashless exercise (92,010 shares) and Restricted Stock Units on 07/31/2019 (8,772 shares) and 10/20/2020 (19,992 shares).

Has the insider sold shares recently?

Yes. The filing lists multiple recent sales by Lee Klarich on 06/04/2025, 07/07/2025, and 08/04/2025 with gross proceeds recorded for each transaction.

Does the Form 144 state whether a 10b5-1 plan was used?

No. The filing does not provide a date of adoption for any Rule 10b5-1 trading plan or indicate reliance on such a plan.